EXHIBIT 10.22
[2004 Plan: Form of Non-Qualified Stock Option
Award Agreement]
Number:
RAYONIER 2004 INCENTIVE STOCK AND
MANAGEMENT BONUS PLAN
NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT
(Form A – 3-Year Vesting)
THIS AGREEMENT, made as of the
day of
20 , by and between Rayonier Inc.
(the “Company”) and the undersigned individual (the
“Optionee”), pursuant to the Rayonier 2004 Incentive
Stock and Management Bonus Plan (the “Plan”). (Terms
not defined herein have the same meaning as in the
Plan.)
WHEREAS, the Optionee is a Key Employee of the
Company and the Company through the Plan’s Committee has
approved the grant of Non-Qualified Stock Options under the Plan to
the Optionee.
NOW, THEREFORE, in consideration of the Terms
and Conditions of this Agreement and pursuant to the Plan, the
parties agree as follows:
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1.
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Grant of
Options . The Company
hereby grants to the Optionee the right and option to purchase from
the Company, at the exercise price set forth in Section 3 below,
all or any part of the aggregate number of common shares of the
Company, as such Common Shares are presently constituted (the
“Common Shares”), set forth in said Section
3.
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2.
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Terms and
Conditions . It is
understood and agreed that the Option evidenced hereby is subject
to the provisions of the Plan (which are incorporated herein by
reference) and the following Terms and Conditions:
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a.
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Expiration
Date . The Option
evidenced hereby shall expire on the date specified in Section 3
below.
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b.
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Exercise of
Option . The Option
evidenced hereby shall be exercisable from time to time by
submitting an appropriately completed “Notice of
Exercise” form referred to below addressed as
follows:
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Rayonier
Stock Option
Administration
50 North Laura Street
Jacksonville, Florida
32202
Telephone:
1-904-357-9171/9172
or send via fax to
1-904-357-9852
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(1)
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Cash Only
Exercise - submit a
“Notice of Cash Exercise”, together with the full cash
exercise price; or
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(2)
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Cashless
Exercise - submit an
“Irrevocable Letter of Instruction
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