EXHIBIT 10(j)
Amended and Restated
Weyerhaeuser
Company
1998 Long-Term
Incentive Compensation Plan
Approved by Shareholders
April 16, 2002
As amended June 5, 2002 and
October 8, 2002 and October 8, 2003
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Table of Contents
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ARTICLE
I.
GENERAL
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1
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1.1
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Name of
Plan
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1
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1.2
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Purposes
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1
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1.3
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Effective
Date
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1
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1.4
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Number of
Shares
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1
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Authorized
Number of Shares
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1
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Reuse of
Shares
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1
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Adjustment
of Shares
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1
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1.5
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Administration
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2
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Administration and Interpretation by the
Committee
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2
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Delegation
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2
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Jurisdictions Outside the United
States
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2
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ARTICLE
II.
DEFINITIONS
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2
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ARTICLE
III.
STOCK OPTIONS; STOCK APPRECIATION RIGHTS
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6
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3.1
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Types of
Stock Options
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6
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Types of
Options
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6
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Stock
Appreciation Rights
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6
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Exercise/Sell Election
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6
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Exercise/Hold Election
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7
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3.2
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Option
Price
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7
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3.3
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Maximum
Annual Award of Shares
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7
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3.4
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Vesting;
Exercise Upon Termination of Employment
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7
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Initial
Vesting Period
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7
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Term of
Options and Stock Appreciation Rights
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7
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Exercise by
Personal Representative
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7
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Post-Termination Exercises
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7
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3.5
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Payment for
Shares
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8
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Form of
Payment
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8
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3.6
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Acquired
Company Awards
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8
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ARTICLE
IV. STOCK
AWARDS
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9
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4.1
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Committee
Authority
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9
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4.2
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Issuance of
Shares
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9
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4.3
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Waiver of
Restrictions
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9
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4.4
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Maximum
Annual Stock Awards
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9
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ARTICLE
V.
PERFORMANCE SHARE AWARDS
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9
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5.1
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Performance
Share Awards Authority
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9
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5.2
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Payout Upon
Termination
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10
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5.3
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Maximum
Amount of Performance Share Awards
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10
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ARTICLE
VI.
GENERAL
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10
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6.1
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Amendment
and Termination of Plan
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10
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2
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6.2
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Continued
Employment; Rights in Options and Awards
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10
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6.3
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Other
Compensation Plans
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11
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6.4
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Certificates
for Shares; Registration
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11
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6.5
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No Rights as
Shareholder
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11
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6.6
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No
Assignment or Transfer of Interests
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11
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6.7
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Compliance
with Laws and Regulations
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11
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6.8
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Withholding
of Taxes
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11
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6.9
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No Trust or
Fund
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11
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6.10
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Governing
Law
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12
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6.11
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Severability
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12
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ARTICLE
VII
CHANGE IN CONTROL
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12
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7.1
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Treatment of
Outstanding Awards
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12
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7.2
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Termination,
Amendment, and Modification of Change-in-Control
Provisions
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12
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7.3
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Pooling of
Interests Accounting
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13
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3
Amended and Restated Weyerhaeuser Company
1998 Long-Term Incentive Compensation Plan
ARTICLE I. GENERAL
1.1
Name of Plan . The name of the plan set forth herein
is the “Weyerhaeuser Company 1998 Long-Term Incentive
Compensation Plan,” herein called the
“Plan.”
1.2
Purposes . The purposes of the Plan are to enhance
the long-term profitability and shareholder value of Weyerhaeuser
Company by offering stock-based incentives to those employees of
the Company and Subsidiaries who are key to the growth and success
of Weyerhaeuser, to attract and retain executives with experience
and ability on a basis competitive with industry practices, and to
motivate executives to focus on strategies that will increase stock
price over time.
1.3
Effective Date . The effective date of the Plan is
the date on which it is approved by the shareholders of the Company
at the annual meeting of shareholders on April 21, 1998 or any
adjournment thereof. The Plan shall have no fixed expiration
date.
1.4
Number of Shares
1.4.1
Authorized Number of Shares. The number of Shares that may
be issued under the Plan shall not exceed twenty million
(20,000,000). Shares issued pursuant to the Plan will be authorized
and unissued Shares which may include Shares which from time to
time have been reacquired by the Company.
1.4.2
Reuse of Shares. To the extent that (a) any Stock
Option or Stock Appreciation Right expires, or is terminated,
canceled or surrendered, without being exercised; (b) Shares
are not issued upon exercise of any Stock Appreciation Right;
(c) the underlying Shares are not issued because the Award is
forfeited, terminated, surrendered or canceled; or (d) Shares
are not issued pursuant to any Performance Share Award, then Shares
underlying or subject to such Stock Option, Stock Appreciation
Right or Award shall again be available for issuance in connection
with future grants of Stock Options, Stock Appreciation Rights and
Awards under the Plan.
1.4.3
Adjustment of Shares. In the event that at any time or from
time to time a stock dividend, stock split, recapitalization,
merger, consolidation, or other change in capitalization of the
Company, or a sale by the Company of all or part of its assets, or
any distribution to shareholders other than a cash dividend,
results in (a) the outstanding Shares, or any securities
exchanged therefor or received in their place being exchanged for a
different number or class of securities of the Company or of any
other corporation, or (b) new, different or additional
securities of the Company or of any other corporation being
received by the holders of Shares of the Company, then:
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(i) the limitation to
20,000,000 Shares set forth in Section 1.4.1 of
Article I;
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(ii) the number and class
of Shares that may be made subject to Stock Options, Stock
Appreciation Rights and Awards;
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(iii) the Option Price of
unexercised Stock Options and Stock Appreciation Rights;
and
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(iv) Share values or
prices used for calculation purposes
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shall in each case be equitably
adjusted as determined by the Committee in its sole
discretion.
1.5
Administration
1.5.1
Administration and Interpretation by the Committee. The Plan
shall be administered by the Committee. The Board shall consider in
selecting members of the Committee, the provisions regarding (a)
“outside directors” as contemplated by Section 162(m)
of the Code and (b) “nonemployee directors” as
contemplated by Rule 16b-3 under the Exchange Act. The
Committee shall have exclusive authority to designate the employees
of the Company and Subsidiaries who are eligible to participate in
the Plan as Participants. The Committee shall also have exclusive
authority to interpret the Plan and may from time to time adopt,
and change, rules and regulations of general application for the
administration of the Plan, including rules and regulations
relating to the manner of exercise and settlement of Stock Options
and Stock Appreciation Rights, issuance and custody of Restricted
Stock and the manner of settlement of Performance Share Awards. The
Committee’s interpretation of the Plan and its rules and
regulations, and all actions taken and determinations made by the
Committee pursuant to the Plan, shall be conclusive and binding on
all parties involved or affected.
1.5.2
Delegation . The Board or the Committee may delegate the
responsibility for administering the Plan with respect to
designated classes of eligible Participants to a different
committee or committees appointed by the Board consisting of two or
more members of the Board, subject to such limitations as the Board
or the Committee deems appropriate. The Committee may delegate
administrative duties to such of the officers of the Company as it
so determines.
1.5.3
Jurisdictions Outside the United States . The Committee
shall have the authority and discretion to establish terms and
conditions of awards as the Committee determines to be necessary or
appropriate to conform to applicable requirements or practices of
jurisdictions outside of the United States.
ARTICLE II. DEFINITIONS
For
purposes of the Plan, the following terms shall be defined as set
forth below:
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2.1
“Award” means any award or grant of Shares under
Section 4 of Article IV and any award or grant of Performance
Shares under Section 5 of Article V.
2.2
“Beneficial Owner” shall have the meaning ascribed to
such term in Rule 13d-3 of the General Rules and Regulations
under the Exchange Act.
2.3
“Board” means the Board of Directors of the
Company.
2.4
“Change in Control” or “CIC” of the Company
shall be deemed to have occurred as of the first day that any one
or more of the following conditions shall have been
satisfied:
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(i) Any Person, but
excluding the Company and any subsidiary of the Company and any
employee benefit plan sponsored or maintained by the Company or any
subsidiary of the Company (including any trustee of such plan
acting as trustee), directly or indirectly, becomes the Beneficial
Owner of securities of the Company representing twenty percent
(20%) or more of the combined voting power of the Company’s
then outstanding securities with respect to the election of
directors of the Company and such ownership continues for at least
a period of thirty (30) days (with the end of such period
being deemed the effective date of the CIC); or
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(ii) During any
twenty-four (24) consecutive month period, the individuals
who, at the beginning of such period, constitute the Board (the
“Incumbent Directors”) cease for any reason other than
death to constitute at least a majority thereof, provided, however,
that a director who was not a director at the beginning of such
twenty-four (24) month period shall be deemed to have
satisfied such twenty-four (24) month requirement (and be an
Incumbent Director) if such director was elected by, or on the
recommendation of or with the approval of, at least two-thirds
(2/3) of the directors who then qualified as Incumbent Directors
either actually (because they were directors at the beginning of
such period) or by prior operation of the provisions of this
Section 2(f); or
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(iii) There is
consummated: (a) a plan of complete liquidation of the
Company; or (b) a sale or disposition of all or substantially
all the Company’s assets in one or a series of related
transactions; or (c) a merger, consolidation, or
reorganization of the Company with or involving any other
corporation, other than a merger, consolidation, or reorganization
that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than sixty-five percent
(65%) of the combined voting power of the voting securities of the
Company (or such surviving entity) outstanding immediately after
such merger, consolidation, or reorganization.”
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2.5
“Code” means the Internal Revenue Code as amended from
time to time.
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2.6
“Committee” means the Compensation Committee of the
Board of Directors of the Company.
2.7
“Company” means Weyerhaeuser Company, a Washington
corporation.
2.8
“Disability” means “disability” as that
term is defined for purposes of the Company’s Retirement Plan
for Salaried Employees.
2.9
“Disability Retirement” means a termination that is due
to Disability, but does not satisfy the conditions of an Early
Retirement or Retirement, and the onset of Disability occurred on
or after the date the Participant accrued 10 years of Vesting
Service (as defined in the Weyerhaeuser Company Retirement Plan for
Salaried Employees) and, in the U.S., the Participant is eligible
to receive immediate or deferred Disability Retirement benefits
pursuant to Section 4.8 of the Weyerhaeuser Company Retirement
Plan for Salaried Employees.
2.10 “Early
Retirement” means retirement pursuant to the Company’s
Retirement Plan for Salaried Employees on a date prior to the
individual’s normal retirement date.
2.11
“Exchange Act” means the Securities Act of 1934 as
amended from time to time.
2.12
“Exercise/Sell Election” means the election set forth
in Section 3.1.3 of Article III.
2.13 “Fair
Market Value” means the arithmetic average of the highest and
lowest sales prices per Share on a day as reported on the
consolidated transaction reporting system for New York Stock
Exchange issues or such other source the Committee deems reliable
for the day.
2.14 “Grant
Date” means the date designated in a resolution of the
Committee as the date the Stock Option, Stock Appreciation Right or
Award is granted, which date shall not be earlier than the date the
Committee completed the act of adoption of the resolution. If the
Committee does not designate a Grant Date in the resolution, the
Grant Date shall be the date the Committee completed the act of
adoption of the resolution.
2.15
“Holder” means the Participant to whom is granted a
Stock Option, Stock Appreciation Right or Award, or the personal
representative of the Holder who has died.
2.16
“Incentive Stock Option” means an option to purchase
Shares granted under Article III of the Plan with the
intention that it qualify as an “incentive stock
option” as that term is defined in Section 422 of the
Code.
2.17
“Non-Qualified Stock Option” means an option to
purchase Shares granted under Article III of the Plan other
than an Incentive Stock Option.
2.18 “Option
Price” means the purchase price of Shares, as prescribed by
the Committee, in respect to any Stock Option or Stock Appreciation
Right.
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2.19
“Participant” means an individual who is a Holder of
Stock Options, Stock Appreciation Rights and/or Awards or, as the
context may require, any employee of the Company or a Subsidiary
who has been designated by the Committee as eligible to participate
in the Plan.
2.20
“Performance Measures” means objective criteria
specifically defined by the Committee on a Company-specific basis,
business-unit basis or in comparison with peer group performance,
which may include or exclude specified items of an unusual or
nonrecurring nature, and are based on one or more of the following:
earnings before interest and taxes, net earnings, earnings per
share, return on equity, return on assets, return on capital
employed, cash flow, cost reduction, stock price appreciation,
total shareholder return, economic value added, cash flow return on
investment, and cash value added.
2.21
“Performance Share” means a unit of value, equal on the
Grant Date to the Fair Market Value of a Share on such Date or such
greater value as the Committee shall prescribe, used to calculate
the total value of a Performance Share Award.
2.22
“Performance Share Award” means an award granted under
Article V of the Plan the payout of which is subject to
achievement through a performance period of performance goals
prescribed by the Committee.
2.23
“Person” shall have the meaning ascribed to such term
in Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
and 14(d) thereof, including a ‘group’ as defined in
Section 13(d).
2.24
“Restricted Stock Award” means an Award of Shares
granted under Article IV of the Plan the rights of ownership
of which are subject to restrictions prescribed by the
Committee.
2.25
“Retirement” means retirement as of the
individual’s normal retirement date under the Company’s
Retirement Plan for Salaried Employees.
2.26
“Shares” means the common shares (par value $1.25 per
share) of the Company.
2.27 “Stock
Appreciation Right” means a right, granted under
Section 3.1.2 of Article III, to surrender to the Company
all or a portion of the related Stock Option, if any, and to
receive an amount (in Shares or cash or any combination of Shares
and cash, as the Committee shall determine) equal to the excess of
the fair market value per Share, as determined in
Section 3.1.2, for the date the Stock Appreciation Right is
exercised over the Option Price per Share.
2.28 “Stock
Option” or “
