Exhibit 10.2
STOCK INCENTIVE PLAN 2007 AWARD
AGREEMENT
AGREEMENT made as of the 5th day of
February 2007, between Plum Creek Timber Company, Inc., a Delaware
corporation (the “ Company ”), and the
individual identified on the Award Agreement Acceptance attached
hereto (the “ Acceptance ”), an employee of Plum
Creek Timberlands, L.P., a subsidiary of the Company (“
Employee ”). In recognition of the important
contributions that Employee makes to the success of the Company,
and in consideration of the mutual agreements and other matters set
forth herein and in the Plum Creek Timber Company, Inc. Amended and
Restated Stock Incentive Plan, as the same may be amended from time
to time (as amended, the “ Plan ”), which Plan
is incorporated herein by reference as a part of this Agreement,
the Company hereby grants to Employee under the Plan the following
long-term incentive awards on the terms and conditions set forth
below.
A. Definitions
. Capitalized terms used
herein, unless otherwise defined herein, shall have the meanings
ascribed to such terms in the Plan. The following definitions will
apply for purposes of this Agreement:
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1.
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“
Acceleration Event ” means any one of the events
described in Section 9 of the Plan ( Acceleration of
Awards ) resulting in Employee’s termination of Service
to the Company.
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2.
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“
Award ” means any one of the long-term incentive
awards granted hereby and under the Plan consisting of a Stock
Option, Restricted Stock Units and Value Management Award
Units.
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3.
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“
Cashless Exercise ” means the method of exercising the
Stock Option described in Section B.3 hereof.
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4.
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“
Code ” means the Internal Revenue Code of 1986, as
amended.
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5.
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“
Committee ” means the Compensation Committee of the
Board of Directors of the Company.
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6.
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“
Expiration Date ” means February 5,
2017.
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7.
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“
Grant Date ” means the date of this
Agreement.
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8.
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“ Peer
Group ” means the Company’s peer group set forth in
Section D.3. hereof.
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9.
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“
Performance Goals ” means the performance goals set
forth in Section D.4 hereof.
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10.
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“
Performance Period ” means the three-year period
beginning on January 1, 2007 and ending on December 31,
2009.
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11.
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“
Restricted Period ” means the four-year period
beginning on the Grant Date and ending on February 3,
2011.
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12.
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“
Securities Act ” means the Securities Act of 1933, as
amended.
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13.
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“
Stock ” means common stock, par value $.01 per share,
of the Company.
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14.
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“
Total Shareholder Return ” means a computation
consisting of the price appreciation or depreciation of the Stock,
plus dividends paid, as calculated by the Committee in its
reasonable discretion.
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15.
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“
Vested ” means with respect to the Stock Option, that
portion of the Stock Option that is exercisable by Employee in
accordance with the vesting schedule in Section B.3 hereof and,
with respect to Restricted Stock Units, that portion of the
Restricted Stock Units as to which Employee has acquired a
non-forfeitable right in accordance with the vesting schedule in
Section C.2.
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16.
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“
Vesting Dates ” means the dates set forth in the
vesting schedules in Section B.2 and C.2 of this
Agreement.
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B. Stock Option Award
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1. Grant of Stock Option. The
Company hereby grants to Employee a Stock Option to purchase all or
any part of an aggregate of the number of shares of Stock set forth
in the Acceptance, on the terms and conditions set forth herein and
in the Plan, and subject to such other restrictions, if any, as may
be imposed by law. The Stock Option shall not be treated as
an incentive stock option within the meaning of section 422(b) of
the Code.
2. Purchase Price. The
purchase price of any Stock purchased pursuant to the exercise of
the Stock Option shall be the price per share set forth in the
Acceptance, which was the closing price of a share of Stock on the
date hereof.
3. Vesting and Exercise of Stock
Option. Subject to the earlier expiration of the Stock Option
as herein provided, the Stock Option may be exercised by written
notice to the Company at its principal executive office addressed
to the attention of “Stock Option Plan Administrator.”
Except as otherwise provided below, the Stock Option shall not be
exercisable for more than a percentage of the aggregate number of
shares of Stock offered by the Stock Option determined by the
number of full years from the Grant Date to the date of such
exercise, in accordance with the following vesting
schedule:
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Number of Full Years
(Date)
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Percentage of Vested Stock Options
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Less than 1
year
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0
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%
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1 year (February 5, 2008)
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25
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%
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2 years (February 5, 2009)
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50
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%
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3 years (February 5, 2010)
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75
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%
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4 years (February 5, 2011)
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100
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%
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The portion of the Stock Option that
is Vested may be exercised only while Employee remains an employee
of the Company and for a period beginning on the date that
Employee’s employment with the Company terminates and ending
on the date that is 30 days following such termination, subject to
the following exceptions:
(a) If Employee’s employment
with the Company terminates by reason of the occurrence of an
Acceleration Event, then any portion of the Stock Option not
previously Vested shall become fully Vested, and the entire
unexercised portion of the Stock Option may then be exercised by
Employee (or Employee’s estate or the person who acquires the
Stock Option by will or the laws of descent and distribution or
otherwise by reason of the death of Employee) at any time during
the period beginning on the date of such termination and ending on
the earlier of the date that is three years after such
termination or the Expiration Date.
(b) If Employee’s employment
with the Company terminates by reason of normal retirement at or
after age 65 or early retirement with the consent of the Committee,
then the portion of the Stock Option that is Vested on the date of
such retirement may be exercised by Employee at any time during the
period beginning on the date of such retirement and ending on the
Expiration Date. If Employee dies after the date of such
retirement, then the portion of the Stock Option that is Vested on
the date of such retirement may be exercised by Employee’s
estate (or the person who acquires the Stock Option by will or the
laws of descent and distribution or otherwise by reason of the
death of the Employee) during the period beginning on the date of
Employee’s death and ending on the earlier of the date
that is three years after Employee’s death or the Expiration
Date.
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(c) If Employee’s employment
with the Company terminates for any reason other than those set
forth in subparagraphs (a) and (b) above, and if Employee
dies during the 30-day period following Employee’s
termination of employment with the Company, then the portion of the
Stock Option that is Vested at the time of such termination may be
exercised by Employee’s estate (or the person who acquires
the Stock Option by will or the laws of descent and distribution or
otherwise by reason of the death of the Employee) at any time
during the period beginning on the date of Employee’s death
and ending on the earlier of the date that is six months
after Employee’s death or the Expiration Date.
If the Company imposes any stock
trading blackout period that occurs during any of the foregoing
time periods for exercising a Stock Option, and Employee (or the
person who acquires the Stock Option by will or the laws of descent
and distribution or otherwise by reason of the death of the
Employee) is therefore prohibited from trading in the Stock, then
the running of such time periods shall cease until the first date
on which any such blackout is lifted by the Company as it relates
to Employee (or the person who acquires the Stock Option by will or
the laws of descent and distribution or otherwise by reason of the
death of the Employee).
Notwithstanding any other provision
of this Agreement, no portion of the Stock Option shall be
exercisable after the Expiration Date. The purchase price of shares
as to which the Stock Option is exercised shall be paid in full at
the time of exercise (i) in cash (including check, bank draft
or money order payable to the order of the Company), (ii) by
delivering to the Company shares of Stock having a fair market
value equal to the purchase price or (iii) by a combination of
cash or Stock. Payment may also be made by delivery (including by
facsimile transmission) to the Company of a properly executed and
irrevocable notice of exercise form, coupled with irrevocable
instructions to a broker-dealer to (A) simultaneously sell a
sufficient number of shares of Stock as to which the Stock Option
is exercised and (B) deliver directly to the Company that
portion of the sales proceeds representing the exercise price and
applicable minimum withholding taxes (a “ Cashless
Exercise ”), or by such other similar process approved by
the Committee.
No fraction of a share of Stock
shall be issued by the Company upon exercise of a Stock Option or
accepted by the Company in payment of the purchase price thereof;
rather, Employee shall provide
