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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
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