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EXHIBIT 10.19
RAYONIER INCENTIVE STOCK
PLAN
NON-QUALIFIED STOCK OPTION AWARD
AGREEMENT
THIS AGREEMENT is made by and
between Rayonier Inc. (the “Company”) and the
individual accepting and agreeing to the terms hereof (the
“Optionee”), pursuant to the Rayonier Incentive Stock
Plan (the “Plan”), effective upon such execution.
(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 has
granted to the Optionee the right and option to purchase from the
Company at a fixed exercise price all or any part of the number of
common shares of the Company, as such Common Shares are presently
constituted (the “Common Shares”), specified in the
Merrill Lynch Benefits OnLine website (the
“Grant”).
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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 ten years following the date of grant
or earlier upon termination as specified in the Plan.
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b.
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Exercise of
Option . The Option
evidenced hereby shall be exercisable from time to time pursuant to
the electronic exercise or other procedures adopted by the Company
from time to time and communicated to the Optionee.
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c.
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Withholding
Taxes . Without regard to
the method of exercise and payment, the Optionee shall pay to the
Company, upon notice of the amount due, any withholding taxes
payable with respect to such exercise.
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d.
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Exercise
Schedule - The Option
granted hereby shall become exercisable only after one year of the
Optionee’s continuous employm
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