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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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SECTION 3. ADMINISTRATION
3.1
ADMINISTRATION
OF THE PLAN
The Plan
shall be administered by the Compensation Committee of the
Board.
Notwithstanding the foregoing, the Board or
the Compensation Committee may
delegate responsibility for administering
the Plan with respect to designated
classes of eligible persons to different
committees consisting of one or more
members of the Board, subject to such
limitations as the Board or the
Compensation Committee deems appropriate,
except with respect to benefits to
non-employee directors and to officers
subject to Section 16 of the Exchange Act
or officers who are or may be Covered
Employees. Members of any committee shall
serve for such term as the Board may
determine, subject to removal by the Board
at any time. To the extent consistent with
applicable law, the Board or the
Compensation Committee may authorize one or
more officers of the Company to
grant Awards to designated classes of
eligible persons, within limits
specifically prescribed by the Board or the
Committee; provided, however, that
no such officer shall have or obtain
authority to grant Awards to himself or
herself or to any person subject to Section
16 of the Exchange Act. All
references in the Plan to the "Committee"
shall be, as applicable, to the
Compensation Committee, or any other
committee or any officer to whom the Board
or the Compensation Committee has delegated
authority to administer the Plan.
3.2
ADMINISTRATION
AND INTERPRETATION BY COMMITTEE
Except for
the terms and conditions explicitly set forth in the Plan, the
Committee shall have full power and
exclusive authority, subject to such orders
or resolutions not inconsistent with the
provisions of the Plan as may from time
to time be adopted by the Board, to (a)
select the eligible persons as set forth
in Section 5 to whom Awards may from time
to time be granted under the Plan; (b)
determine the type or types of Award to be
granted to each Participant under the
Plan; (c) determine the number of shares of
Common Stock to be covered by each
Award granted under the Plan; (d) determine
the terms and conditions of any
Award granted under the Plan; (e) approve
the forms of agreements for use under
the Plan; (f) determine whether, to what
extent and under what circumstances
Awards may be settled in cash, shares of
Common Stock or other property or
canceled or suspended; (g) determine
whether, to what extent and under what
circumstances cash, shares of Common Stock,
other property and other amounts
payable with respect to an Award shall be
deferred either automatically or at
the election of the Participant; (h)
interpret and administer the Plan and any
instrument or agreement entered into under
the Plan; (i) establish such rules
and regulations and appoint such agents as
it shall deem appropriate for the
proper administration of the Plan; (j)
delegate ministerial duties to such of
the Company's officers as it so determines;
and (k) make any other determination
and take any other action that the
Committee deems necessary or desirable for
administration of the Plan. Decisions of
the Committee shall be final,
conclusive and binding on all persons,
including the Company, any Participant,
any shareholder and any eligible person. A
majority of the members of the
Committee may determine its actions and fix
the time and place of its meetings.
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SECTION 4. SHARES SUBJECT TO THE PLAN
4.1
AUTHORIZED
NUMBER OF SHARES
(a) Subject to adjustment from time to time as provided in this
Section 4.1, the maximum number of shares
of Common Stock available for issuance
under the Plan shall be 17,000,000.
(b) In the event a company acquired by the Company or with which
the
Company combines ("Acquisition Party") has
shares available for awards or grants
under a pre-existing plan not adopted in
contemplation of such acquisition or
combination, to the extent determined by
the Committee or the Board, a number of
shares of Common Stock determined by
applying the exchange ratio or other
adjustment or valuation ratio or formula
used in such acquisition or combination
to determine the consideration payable to
the holders of common stock of the
Acquisition Party to the number of shares
available for grant under the terms of
such pre-existing plan shall be available
for Awards under the Plan and shall
not reduce the shares of Common Stock
authorized for issuance under the Plan;
provided, that such Awards shall not be
made after the date awards or grants
could have been made under the terms of the
pre-existing plan, absent the
acquisition or combination; and provided,
further, that such Awards shall be
made only to individuals who were not
employees or non-employee directors of the
Company or a Related Company prior to such
acquisition or combination.
(c) Shares available for issuance under the Plan shall be
increased
by any shares subject to outstanding awards
under the Company's Prior Plans on
the date of shareholder approval of the
Plan that cease to be subject to such
awards (other than by reason of exercise or
settlement of the awards to the
extent they are exercised for or settled in
shares of Common Stock), up to an
aggregate maximum of 1,939,181 shares,
subject to adjustment from time to time
as provided in this Section 4.1, which
shares of Common Stock shall cease, as of
such date, to be available for grant and
issuance under the Prior Plans, but
shall be available for issuance under the
Plan.
(d) In the event, at any time or from time to time, a stock
dividend, stock split, reverse stock split,
spin-off, combination or exchange of
shares, recapitalization, merger,
consolidation, distribution to shareholders
other than a normal cash dividend or other
change in the Company's corporate or
capital structure results in (i) the
outstanding shares of Common Stock, or any
securities exchanged therefore or received
in their place, being exchanged for a
different number or kind of securities of
the Company or of any other company or
(ii) new, different or additional
securities of the Company or of any other
company being received by the holders of
shares of Common Stock, then the
Committee shall make proportional
adjustments in (A) the maximum number and kind
of securities available for issuance under
the Plan; (B) the maximum number and
kind of securities issuable as Incentive
Stock Options as set forth in Section
4.2; (C) the maximum number and kind of
securities that may be issued to an
individual in any one calendar year as set
forth in Section 4.3; (D) t
