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LONGVIEW FIBRE COMPANY SHORT-TERM INCENTIVE PLAN

Stock Option Agreement

LONGVIEW FIBRE COMPANY

 

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This Stock Option Agreement involves

LONGVIEW FIBRE CO

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Title: LONGVIEW FIBRE COMPANY SHORT-TERM INCENTIVE PLAN
Governing Law: Washington     Date: 1/14/2005
Industry: Paper and Paper Products    

LONGVIEW FIBRE COMPANY

 

SHORT-TERM INCENTIVE PLAN, Parties: longview fibre co
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Exhibit 10.3

 

 

 

LONGVIEW FIBRE COMPANY

 

SHORT-TERM INCENTIVE PLAN

 

 

 

SECTION 1. PURPOSE

 

The primary purpose of the   Longview Fibre Company Short-Term Incentive Plan (the "Plan") is to enhance the ability of Longview Fibre Company (the "Company") and its subsidiaries and affiliates to attract, motivate and retain individuals of exceptional managerial talent on whom, in large measure, the sustained progress, growth and profitability of the Company depend.

 

 

SECTION 2. DEFINITIONS

 

Whenever used herein, the following terms will have the respective meanings set forth below, unless a different meaning is clearly required by the context:

 

2.1

" Annual Base Salar y " means an Eligible Employee's actual base salary for the Performance Period (earned while an Eligible Employee) and does not include any bonuses, commissions, reimbursements or other expense allowances, cash or non-cash fringe benefits, short-term or long-term incentive payments, hiring or relocation bonuses, pay in lieu of vacations, sick leave or any other special payments.

 

2.2

" Award " means the amount to be paid at any given Award Level for a Performance Period.

 

2.3

" Award Level " has the meaning set forth in 5.1.

 

2.4

" Board " means the Board of Directors of the Company.

 

2.5

" Change in Control "   means:

 

 

(a)

the acquisition by any person or group of persons (acting as a group), within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or any comparable successor provisions, of Ownership of Company stock that, together with Company stock already held by such person, or group of persons, constitutes more than 50% of the total fair market value or the total voting power of the Company's stock, provided such person or group of persons did not previously own more than 50% of the total fair market value or the total voting power of the Company's stock;

 

 

(b)

the acquisition by any person or group of persons (acting as a group), within the meaning of Section 13(d) or 14(d) of the Act, or any comparable successor provisions, (or the acquisition by any such person or group of persons during the 12-month period ending on the date of the most recent such purchase or acquisition) of Ownership of Company stock that constitutes 35% or more of the total voting power of the Company's stock, provided such person, entity or group of persons or entities did not previously own 35% or more of the total voting power of the Company's stock;

 

 

(c)

during any period of 12 consecutive months, individuals who at the beginning of such period constituted the Board cease for any reason to constitute at least a majority of such Board, unless the election of each new director, or his or her nomination for election by the Company's stockholders, was approved by a vote of a majority of the directors in office immediately prior to such election or nomination;

 

 

(d)

the acquisition from the Company by any person or group of persons (acting as a group) who are not related to the Company, or the acquisition from the Company by any such person or group of persons during the 12-month period ending on the date of the most recent such acquisition, of assets of the Company that have a total gross fair market value equal to at least 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the Company's assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

 

2.6

" Company " means Longview Fibre Company, a Washington corporation.

 

2.7

" Compensation Committee " means the Compensation Committee of the Board.

 

2.8

" Disability " means a medically determinable physical or mental impairment that (a) prevents the Participant from engaging in any substantial gainful activity, which impairment can be expected to result in death or to last for a continuous period of not less than 12 months, or (b) can be expected to result in death or to last for a continuous period of not less than 12 months and that has resulted in the Participant receiving income replacement benefits for a period of not less than three months under the Company's long-term disability plan.

 

2.9

" EBITDDA " means the Company's net income before income taxes plus interest expense and charges against income consisting of depreciation, depletion, amortization, write-off of goodwill and other intangibles, all determined in accordance with GAAP.

 

2.10

" Eligible Employee "   means an officer or other key employee of the Company, as determined by the Compensation Committee in its sole and absolute discretion.

 

2.11

" Ownership " means actual and constructive ownership, as determined in accordance with Code Section 318(a). Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option); provided, however, that if a vested option is exercisable for stock that is not substantially vested (as defined in Treas. Reg. § 1.83-3(b) and (j)), the stock underlying such option is not treated as owned by the individual who holds the option.

 

2.12

" Participant " means an Eligible Employee who is designated to participate in the Plan by the Compensation Committee.

 

2.13

" Performance Period " means the one-year period that begins on November 1 and ends on the following October 31 or such other period as the Compensation Committee may designate. The first Performance Period shall begin on November 1, 2004 and shall end on October 31, 2005.

 

2.14

" Plan " means the Longview Fibre Company Short-Term Incentive Plan, as set forth herein and as may be amended from time to time.

 

2.15

" Reduction-in-Force " means the elimination of an employment position or positions by the Company due to (a) adverse business conditions of the Company or (b) a re-organization of the Company other than a Change in Control.

 

2.16

" Retirement " means termination of employment with Company and its subsidiaries and affiliates after becoming eligible for early or normal retirement under the Employees' Pension Plan of Longview Fibre Company.

 

SECTION 3. ADMINISTRATION

 

The Plan shall be administered by the Compensation Committee, which shall have full power and authority to construe, interpret and administer the Plan. The Compensation Committee shall have full authority to make all eligibility, Award and other determinations necessary or appropriate for the proper administration of the Plan.

 

SECTION 4. ELIGIBILITY

 

The Compensation Committee will determine which Eligible Employees will be Participants in the Plan for a Performance Period; provided, however, that only individuals who are Eligible Employees as of the beginning of such Performance Period or who become Eligible Employees during such Performance Period may participate in the Plan for such Performance Period.

 

SECTION 5. AWARDS

 

 

5.1

Setting Award Levels. For each Performance Period, the Compensation Committee shall establish three Award Levels (each, an " Award Level ")—a Threshold Award Level, a Target Award Level and a Stretch Award Level—for each Participant, the amount of the Award that will be payable at each Award Level (or the formula by which such amount is determined), and the performance goals that must be met for the Participant to receive the Award at any given Award Level. The Threshold Award Level is the minimum level of achievement at which the Plan pays an Award; the Target Award Level is the desired level of achievement; and the Stretch Award Level is the level of achievement at which the maximum payout is earned. The amount of the Award at each Award Level and the performance goals that must be met to receive the Award at any given Award Level may be different for each Participant and, subject to the terms of the Plan, shall be within the complete and absolute discretion of the Compensation Committee.

 

 

(a)

The performance goals for each Award Level shall be based on the EBITDDA for the Performance Period; provided, however, that the Compensation Committee may also include an individual performance modifier that can increase or decrease the Award to w


 
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