EXHIBIT 10.1 WEYERHAEUSER COMPANY 2004 LONG-TERM INCENTIVE PLANExecutive Compensation Plan Agreement |
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EXHIBIT 10.1
WEYERHAEUSER COMPANY
2004 LONG-TERM
INCENTIVE PLAN
Approved by Shareholders
April 13, 2004
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WEYERHAEUSER COMPANY
2004 LONG-TERM INCENTIVE PLAN
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SECTION 1. PURPOSE AND ESTABLISHMENT 1
1.1 Purpose 1
1.2 Replacement Plan 1
SECTION 2. DEFINITIONS 1
SECTION 3. ADMINISTRATION 6
3.1 Administration of the Plan 6
3.2 Administration and Interpretation by Committee 6
SECTION 4. SHARES SUBJECT TO THE PLAN 7
4.1 Authorized Number of Shares 7
4.2 Share Usage 8
4.3 Limitations 8
SECTION 5. ELIGIBILITY 9
SECTION 6. AWARDS 9
6.1 Form and Grant of Awards 9
6.2 Evidence of Awards 9
6.3 Deferrals 9
SECTION 7. OPTIONS 10
7.1 Grant of Options 10
7.2 Option Exercise Price 10
7.3 Terms of Options 10
7.4 Exercise of Options 10
7.5 Payment of Exercise Price 10
7.6 Post-Termination Exercise 11
7.7 Incentive Stock Options 11
SECTION 8. STOCK APPRECIATION RIGHTS 12
8.1 Grant of Stock Appreciation Rights 12
8.2 Payment of SAR Amount 12
SECTION 9. RESTRICTED STOCK AND STOCK UNITS 12
9.1 Grant of Restricted Stock and Stock Units 12
9.2 Issuance of Shares 13
9.3 Dividends and Distributions 13
SECTION 10. PERFORMANCE SHARES AND PERFORMANCE UNITS 13
10.1 Grant of Performance Shares 13
10.2 Grant of Performance Units 13
SECTION 11. PERFORMANCE CRITERIA 14
11.1 Awards Subject to Performance Goals 14
11.2 Use and Calculation of Performance Criteria 14
SECTION 12. OTHER STOCK OR CASH BASED AWARDS 14
SECTION 13. WITHHOLDING 15
SECTION 14. ASSIGNABILITY 15
SECTION 15. AMENDMENT AND TERMINATION 15
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15.1 Amendment, Suspension or Termination of the Plan 16
15.2 Term of the Plan 16
15.3 Consent of Participant 16
SECTION 16. GENERAL 16
16.1 No Individual Rights 16
16.2 Issuance of Shares 16
16.3 No Rights as a Shareholder 17
16.4 Compliance with Laws and Regulations 17
16.5 Participants in Other Countries 17
16.6 No Trust or Fund 17
16.7 Successors 18
16.8 Severability 18
16.9 Choice of Law 18
16.10 Treatment of Awards Following a Change in Control 18
SECTION 17. EFFECTIVE DATE 19
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WEYERHAEUSER COMPANY
2004 LONG-TERM INCENTIVE PLAN
SECTION 1. PURPOSE AND ESTABLISHMENT
1.1 PURPOSE
The purposes of this 2004 Long-Term Incentive Plan (the "Plan") is to
promote the interests of Weyerhaeuser Company (the "Company") and its
shareholders by attracting, retaining and motivating employees, officers and
directors key to the growth and success of the Company by providing them the
opportunity to acquire a proprietary interest in the Company and to link their
interests and efforts to the long-term interests of the Company's shareholders.
1.2 REPLACEMENT PLAN
This Plan will replace the Company's 1998 Long-Term Incentive Compensation
Plan and 1992 Long-Term Incentive Compensation Plan (collectively, the "Prior
Plans"). No further grants may be made under the Prior Plans on or after the
date the Plan is approved by shareholders of the Company. Shares of Common Stock
reserved for issuance under the 1998 Plan in excess of the number of shares as
to which awards have been made as April 12, 2003, will no longer be available
for issuance on or after the date of shareholder approval of the Plan.
SECTION 2. DEFINITIONS
As used in the Plan, the following definitions apply to the terms
indicated below:
2.1 "AWARD" means any Option, Stock Appreciation Right, Restricted
Stock, Stock Unit, Performance Share, Performance Unit, dividend equivalent,
cash-based award or other incentive payable in cash or in shares of Common Stock
as may be designated by the Committee from time to time.
2.2 "BENEFICIAL OWNER" has the meaning ascribed to such term in Rule
13d-3 promulgated 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:
(a) Any Person, but excluding the Company and any subsidiary of the
Company and any employee benefit plan (or related trust) sponsored or maintained
by the Company or any subsidiary of the Company (collectively, "Excluded
Persons"), directly or indirectly, becomes the Beneficial Owner of securities of
the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities with respect to
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the election of directors of the Company and such ownership continues for at
least a period of 30 days (with the end of such period being deemed the
effective date of the CIC); or
(b) During any 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 of the
Board, provided, however, that except as set forth in the following sentence, an
individual who becomes a member of the Board subsequent to the beginning of the
24-month period shall be deemed to have satisfied such 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 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 2.4(b). Notwithstanding the proviso set forth in the
preceding sentence, if any such individual initially assumes office as a result
of or in connection with either an actual or threatened solicitation with
respect to the election of directors (as such terms are used in Rule 14a-12(c)
of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board, then such individual shall not be considered an Incumbent
Director. For purposes of this Section 2.4(b), if at any time individuals who
initially assumed office as a result of or in connection with an arrangement or
understanding between the Company and any Person (an "Entity Designee")
constitute at least one-half of the Board, none of such Entity Designees shall
be considered Incumbent Directors from that time forward; or
(c) There is consummated:
(i) a plan of complete liquidation of the Company; or
(ii) a sale or disposition of all or substantially all the
Company's assets in one or a series of related
transactions; or
(iii) a merger, consolidation, or reorganization of the
Company or the acquisition of outstanding Common Stock
and as a result of or in connection with such
transaction (A) 35% or more of the outstanding Common
Stock or the voting securities of the Company
outstanding immediately prior thereto or the outstanding
shares of common stock or the combined voting power of
the outstanding voting securities of the surviving
entity are owned, directly or indirectly, by any other
corporation or Person other than (x) an Excluded Person
or (y) a Person who is, or if such Person beneficially
owned 5% or more of the outstanding Common Stock would
be, eligible to report such Person's beneficial
ownership on Schedule 13G pursuant to the rules under
Section 13(d) of the Exchange Act or (z) a Person that
has entered into an agreement with the Company pursuant
to which such Person has agreed not to acquire
additional voting securities of the Company (other than
pursuant to the terms of such agreement), solicit
proxies with respect to the Company's voting securities
or otherwise participate
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in any contest relating to the election of directors of
the Company, or take other actions that could result in
a Change in Control of the Company; provided that this
exclusion shall apply only so long as such agreement
shall remain in effect, or (B) the voting securities of
the Company outstanding immediately prior thereto do not
immediately after such transaction continue to represent
(either by remaining outstanding or by being converted
into voting securities of the surviving entity) more
than sixty percent (60%) of the combined voting power of
the voting securities of the Company (or such surviving
entity) outstanding immediately after such merger,
consolidation, or reorganization.
2.5 "CHANGE IN CONTROL PRICE" means, with respect to a share of Common
Stock, the higher of (i) the highest reported sales price, regular way, of such
share of Common Stock in any transaction reported on the New York Stock Exchange
Composite Tape or other national exchange on which such shares are listed during
the 60-day period prior to and including the date of the Change in Control or
(ii) if the Change in Control is the result of a tender or exchange offer or a
merger, reorganization or consolidation or sale or other disposition of all or
substantially all of the assets of the Company, the highest price per such share
of Common Stock paid in such transaction; provided, however, that in the case of
Incentive Stock Options and Stock Appreciation Rights relating to Incentive
Stock Options, the Change in Control Price shall be the Fair Market Value of
such share of Common Stock on the date such Incentive Stock Option or Stock
Appreciation Right is exercised or deemed exercised pursuant to Section
16.10(b). To the extent the consideration paid in any such transaction described
above consists all or in part of securities or other non-cash consideration, the
value of such securities or other non-cash consideration shall be determined in
the sole discretion of the Board.
2.6 "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
2.7 "COMMITTEE" has the meaning set forth in Section 3.1.
2.8 "COMMON STOCK" means the common stock, par value $1.25 per share, of
the Company.
2.9 "COMPANY" means Weyerhaeuser Company, a Washington corporation.
2.10 "COVERED EMPLOYEE" means a "covered employee" as that term is
defined in Section 162(m) of the Code or any successor provision.
2.11 "DISABILITY" means "Disability" as defined by the Committee or the
Company's vice president of human resources for purposes of the Plan or an
Award, or in the instrument evidencing the Award, or in a written employment or
services agreement.
2.12 "EFFECTIVE DATE" has the meaning set forth in Section 17.
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2.13 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.
2.14 "FAIR MARKET VALUE" means the average of the high and low per share
trading prices (or the average of the opening and closing prices, or the closing
price, if so determined by the Committee) for the Common Stock as reported on
the consolidated transaction reporting system for New York Stock Exchange issues
during regular session trading or such other source the Committee deems reliable
for a single trading day or an average of trading days not to exceed 30 days
from the Grant Date or other date on which the Fair Market Value is determined,
at the Committee's discretion.
2.15 "GRANT DATE" means the date on which the Committee completes the
corporate action authorizing the grant of an Award or such later date specified
by the Committee, provided that conditions to the exercisability or vesting of
Awards shall not defer the Grant Date.
2.16 "INCENTIVE STOCK OPTION" means an Option granted with the intention
that it qualify as an "incentive stock option" as that term is defined in
Section 422 of the Code or any successor provision.
2.17 "LAYOFF" means "Layoff" as defined by the Committee or the Company's
vice president of human resources for purposes of the Plan or an Award or in the
instrument evidencing the Award or in a written employment or services
agreement.
2.18 "NON-QUALIFIED STOCK OPTION" means an Option other than an Incentive
Stock Option.
2.19 "NON-RECURRING ITEMS" means non-recurring items deemed not
reflective of the Company's core operating performance, including, but not
limited to, exogenous events, acquisitions, divestitures, changes in accounting
principles or "extraordinary items" determined under generally accepted
accounting principles.
2.20 "OPTION" means a right to purchase Common Stock granted under
Section 7.
2.21 "PARTICIPANT" means any eligible person as set forth in Section 5 to
whom an Award is granted.
2.22 "PERFORMANCE CRITERIA" has the meaning set forth in Section 11.1.
2.23 "PERFORMANCE SHARE" has the meaning set forth in Section 10.1.
2.24 "PERFORMANCE UNIT" has the meaning set forth in Section 10.2.
2.25 "PERSON" means any individual, corporation, partnership,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or political subdivision thereof, and
as used in Section 13(d) and 14(d) of the Exchange Act, including a "group" as
defined in Section 13(d).
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2.26 "PLAN" means the Weyerhaeuser Company 2004 Long-Term Incentive
Compensation Plan.
2.27 "PRIOR PLANS" has the meaning set forth in Section 1.2.
2.28 "RELATED COMPANY" means any entity that is directly or indirectly
controlled by the Company.
2.29 "RESTRICTED STOCK" means an Award of shares of Common Stock granted
under Section 9, the rights of ownership of which may be subject to restrictions
prescribed by the Committee.
2.30 "RETIREMENT" means "Retirement" as defined by the Committee or the
Company's vice president of human resources for purposes of the Plan or an Award
or in the instrument evidencing the Award or in a written employment or services
agreement.
2.31 "SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.
2.32 "STOCK APPRECIATION RIGHT" has the meaning set forth in Section 8.1.
2.33 "STOCK UNIT" means an Award granted under Section 9 denominated in
units of Common Stock.
2.34 "SUBSTITUTE AWARDS" means Awards granted or shares of Common Stock
issued by the Company in assumption of, or in substitution or exchange for,
awards previously granted, or the right or obligation to make future awards, by
a company acquired by the Company or with which the Company combines.
2.35 "TERMINATION OF SERVICE," unless otherwise defined by the Committee
or the Company's vice president of human resources or in the instrument
evidencing the Award or in a written employment or services agreement, means a
termination of employment or service relationship with the Company or a Related
Company for any reason, whether voluntary or involuntary, including by reason of
death, Disability, Retirement, or Layoff. Any question as to whether and when
there has been a Termination of Service for the purposes of an Award and the
cause of such Termination of Service shall be determined by the Company's vice
president of human resources or by the Committee with respect to officers
subject to the reporting requirements of Section 16(a) of the Securities Act,
and such determination shall be final. Transfer of a Participant's employment or
service relationship between wholly owned subsidiaries of the Company, or
between the Company and any wholly owned subsidiaries of the Company, shall not
be considered a Termination of Service for purposes of an Award. Unless the
Committee determines otherwise, a Termination of Service shall be deemed to
occur if the Participant's employment or service relationship is with an entity
that has ceased to be a Related Company.
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