FEE DEFERRAL PLAN FOR CANADIAN DIRECTORS OF WEYERHAEUSER COMPANYExecutive Compensation Plan Agreement |
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Search Executive Compensation Plan Agreement by:
Exhibit 10.M
Fee Deferral Plan for Canadian Directors
of
Weyerhaeuser Company
Restated to Include All Amendments Adopted by
the Board of Directors Through October 6, 2004
| 1. | Name and Purpose. The name of this plan is the “Fee Deferral Plan for Canadian Directors of Weyerhaeuser Company” (the “Plan”). Its purpose is to provide non-employee Directors of the Company who are Canadian residents with increased flexibility in timing the receipt of Fees earned as a Director, to allow for the payment of fees directly to the Share Equivalent account of each Director, and to assist the Company in attracting and retaining qualified individuals from Canada to serve as Directors. |
| 2. | Definitions. Whenever used in the Plan, the following terms shall have the meaning set forth below: |
| (a) | “Board” means the Board of Directors of the Company, provided that no member of the Board shall participate in or cast a vote with respect to any matter which specifically relates to that individual, as opposed to relating to the Directors as a group. The Compensation Committee of the Board (“Committee”) makes recommendations to the Board, when appropriate, with respect to matters arising under this Plan. |
| (b) | “Common Shares” means the common shares, $1.25 par value, of the Company. |
| (c) | “Company” means Weyerhaeuser Company. |
| (d) | “Deferral Period” means that period of time from the end of the date on which Fees would have been paid but for deferral under this Plan until the time when said Fees are paid. |
| (e) | “Deferred Fees” means that part of any Fees which have been deferred pursuant to this Plan, together with any earnings or other appreciation thereon. All Deferred Fees (including Designated Share Equivalents) are subject to the restrictions on transfer which are set out in Paragraph 7(d). |
| (f) | “Director” means any individual serving on the Board who is not an Employee of the Company or any of its subsidiaries and is a Canadian resident. |
| (g) | “Employee” means any person who is employed full time on a salaried basis by the Company or any of its subsidiaries. |
| (h) | “Fees” mean the fees payable to a Director by the Company as an annual “retainer” upon his or her election or reelection to the Board, but shall not include amounts paid per day in cash for extended travel at the request of and on behalf of the Board of Directors of one of the committees of the Board of Directors or any reimbursement for expenses. |
| (i) | “Share Equivalents” means deferred units of account each of which is equivalent in value to one Common Share of the Company. |
| (j) | “Trading Day” means a day that the New York Stock Exchange is open for business. |
| (k) | “Plan Year” means the 52–53 week year ending on the last Sunday in December in which the Fees are earned and which will either be paid or deferred and paid at a later date. |
| (l) | “Year” means the 52- or 53-week period used by the Company as its fiscal year. |
| 3. | Participation in the Plan. Any individual who is a Director may participate in the Plan. |
| 4. | Payment or Deferral of Fees. Payment of a Director’s Fees shall be made as follows: |
| (a) | Immediate Payment. Except as otherwise provided in the following Subparagraphs (b) and (d), payment of Fees to Directors shall be made in cash and in full as soon as practicable following the time when the Fees are earned; provided that a Director’s annual “retainer” is deemed earned immediately following the Company’s annual meeting of shareholders or other shareholder meeting at which Directors are elected, or in the case of newly appointed Directors immediately following such appointment. |
| (b) |
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