Exhibit 10.3
SHORT-TERM INCENTIVE
PLAN
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.
Whenever used
herein, the following terms will have the respective meanings set
forth below, unless a different meaning is clearly required by the
context:
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2.1
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"
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.
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2.2
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"
Award " means the amount to be paid at any given
Award Level for a Performance Period.
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2.3
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" Award
Level " has the meaning set forth in 5.1.
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2.4
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"
Board " means the Board of Directors of the
Company.
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2.5
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"
Change in Control "
means:
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(a)
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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;
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(b)
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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;
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(c)
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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;
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(d)
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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.
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2.6
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"
Company " means Longview Fibre Company, a
Washington corporation.
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2.7
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"
Compensation Committee " means the Compensation
Committee of the Board.
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2.8
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"
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.
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2.9
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"
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.
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2.10
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"
Eligible Employee " means
an officer or other key employee of the Company, as determined by
the Compensation Committee in its sole and absolute
discretion.
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2.11
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"
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.
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2.12
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"
Participant " means an Eligible Employee who is
designated to participate in the Plan by the Compensation
Committee.
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2.13
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"
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.
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2.14
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"
Plan " means the Longview Fibre Company Short-Term
Incentive Plan, as set forth herein and as may be amended from time
to time.
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2.15
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"
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.
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2.16
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"
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.
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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.
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.
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5.1
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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.
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(a)
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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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