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Exhibit 10
(c)
Severance Tier I US
EXECUTIVE SEVERANCE
AGREEMENTS
The following executive officers are
party to the Executive Severance Agreement set out in full below
with the following changes in material terms:
Steven R. Rogel – payments upon
termination are two times base salary and bonus;
Other executive officers listed below
– payments upon termination are one and a half time base
salary and bonus:
Lee T. Alford
James M. Branson
Ernesta Ballard
Patricia
M. Bedient
Srinivasan Chandrasekaran
Miles
P. Drake
Daniel
S. Fulton
Thomas
F. Gideon
Richard
E. Hanson
Sandy
D. McDade
Susan
M. Mersereau
Edward
P. Rogel
Severance Tier I US
Executive Severance
Agreement
(Tier I)
Weyerhaeuser
Company
January 1,
2008
Severance Tier I US
Contents
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| Article 1. |
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Term of
This Agreement |
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1 |
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| Article 2. |
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Definitions |
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1 |
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| Article 3. |
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Participation and Continuing Eligibility under this
Agreement |
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3 |
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| Article 4. |
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Severance
Benefits |
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3 |
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| Article 5. |
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Form and
Timing of Severance Benefits |
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5 |
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| Article
6. |
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The
Company’s Payment Obligation |
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5 |
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| Article
7. |
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Dispute
Resolution |
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6 |
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| Article
8. |
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Outplacement Assistance |
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6 |
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| Article
9. |
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Successors and Assignment |
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7 |
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| Article 10. |
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Section
409A |
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7 |
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| Article
11. |
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Miscellaneous |
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7 |
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Severance Tier I US
Weyerhaeuser Company
(Executive)
Severance Agreement (Tier
I)
THIS EXECUTIVE SEVERANCE
AGREEMENT (Tier I) is made and entered into by and between
Weyerhaeuser Company (hereinafter referred to as the
“Company”) and
(hereinafter referred to as the
“Executive”).
WHEREAS, the Board of
Directors of the Company has approved the Company entering into
severance agreements with certain key executives of the
Company;
WHEREAS, the Executive is a
key executive of the Company;
NOW THEREFORE, for good and
valuable consideration, the Company and the Executive agree as
follows:
Article 1. Term of This
Agreement
Subject to the provisions of
Article 10, this Agreement will commence on the Effective Date and
shall continue in effect for three (3) full calendar years.
However, at any time prior to the end of such three-year
(3) period and, at any time prior to the end of any extended
term, the Committee may, in its discretion, extend the term of this
Agreement for any period of time up to three (3) additional
years. Notwithstanding the foregoing, this Agreement is subject to
annual review and may be amended or otherwise modified by the
Committee in its sole discretion subsequent to such annual review
prior to the Effective Date of Termination.
Article 2. Definitions
Whenever used in this
Agreement, the following terms shall have the meanings set forth
below and, when the meaning is intended, the initial letter of the
word is capitalized:
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(a) |
“ Agreement ” means this Executive Severance
Agreement (Tier I). |
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(b) |
“ Base Salary ” means the salary of record
paid to the Executive as annual salary, excluding amounts received
under incentive or other bonus plans, whether or not
deferred. |
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(c) |
“ Beneficiary ” means the persons or
entities designated or deemed designated by an Executive pursuant
to Section 11.2. |
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(d) |
“ Board ” means the Board of Directors of
the Company. |
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(e) |
“ Cause ” means the
Executive’s: |
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(i) |
Willful and continued failure to perform substantially the
Executive’s duties with the Company after the Company
delivers to the Executive written demand for substantial
performance specifically identifying the manner in which Executive
has not substantially performed the Executive’s
duties; |
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Severance Tier I US
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(ii) |
Conviction of a felony; or |
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(iii) |
Willfully engaging in illegal conduct or gross misconduct which
is materially and demonstrably injurious to the
Company. |
For purposes of this
Section 2(e), no act or omission by the Executive shall be
considered “willful” unless it is done or omitted in
bad faith or without reasonable belief that the Executive’s
action or omission was in the best interests of the Company. Any
act or failure to act based upon (A) authority given pursuant
to a resolution duly adopted by the Board or (B) advice of
counsel for the Company shall be conclusively presumed to be done
or omitted to be done by the Executive in good faith and in the
best interests of the Company. For purposes of subsections
(i)-(iii) above, the Executive shall not be deemed to be
terminated for Cause unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters ( 3 / 4 ) of the
entire membership of the Board at a meeting called and held for
such purpose (after reasonable notice is provided to the Executive
and the Executive is given an opportunity, together with counsel,
to be heard before the Board) finding that in the good faith
opinion of the Board, the Executive is guilty of the conduct
described in subsection (i) or (iii) above and specifying
the particulars thereof in detail.
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(f) |
“ CIC ” of the Company shall have the
definition set forth in the CIC Agreement. |
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(g) |
“ CIC Agreement ” means the Executive Change
in Control Agreement between the Company and the Executive, as such
agreement may be amended, supplemented or otherwise modified from
time to time, or, if such agreement is no longer in effect, any
successor agreement thereto. |
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(h) |
“ Code ” means the United States Internal
Revenue Code of 1986, as amended. |
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(i) |
“ Committee ” means the Compensation
Committee of the Board, or any other committee appointed by the
Board to perform the functions of the Compensation
Committee. |
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(j) |
“ Company ” means Weyerhaeuser Company, a
Washington corporation (including any and all subsidiaries), or any
successor thereto as provided in Article 9. |
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(k) |
“ Disability ” shall have the meaning
ascribed to it in the Company’s Retirement Plan for Salaried
Employees, or in any successor to such plan. |
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(l) |
“ Effective Date ” means the date this
Agreement is executed on behalf of the Company, or such other date
as the Board shall designate. |
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(m) |
“ Effective Date of Termination ” means the
date on which a Qualifying Termination occurs that triggers the
payment of Severance Benefits hereunder. |
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(n) |
“ the Executive ” means a key executive of
the Company who has been presented with and signed this
Agreement. |
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(o) |
“ Non-Competition and Release Agreement ” is
an agreement, in substantially the form attached hereto in Annex A,
executed by and between the Executive and the Company as a
condition to the Executive’s receipt of Severance
Benefits. |
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Severance Tier I US
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(p) |
“ Person ” shall have the meaning ascribed
to such term in Section 3(a)(9) of the Exchange Act and used
in Sections 13(d) and 14(d) thereof, including a
“group” as defined in Section 13(d). |
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(q) |
“ Qualifying Termination ” means any of the
events described in Section 4.2, the occurrence of which
triggers the payment of Severance Benefits under
Section 4.3. |
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(r) |
“ Retirement ” shall mean early or normal
retirement under the Company’s Retirement Plan for Salaried
Employees. |
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(s) |
“ Severance Benefits ” means Severance
Benefits described in Section 4.3. |
Article 3. Participation and
Continuing Eligibility under this Agreement
3.1 Participation.
Subject to Section 3.2, as well as the remaining terms of this
Agreement, the Executive shall remain eligible to receive benefits
hereunder during the term of this Agreement.
3.2 Removal From
Coverage. In the event the Executive’s job classification
is reduced below the minimum level required for eligibility to
continue to be covered by severance protection as determined at the
sole discretion of the Committee, the Committee may remove the
Executive from coverage under this Agreement. Such removal shall be
effective three (3) months after the date the Company notifies
the Executive of such removal.
Article 4. Severance
Benefits
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4.1 |
Right to Severance Benefits. |
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(a) |
Subject to Section 4.1(b), the Executive shall be entitled
to receive from the Company Severance Benefits, if the
Executive’s employment with the Company shall end for any
reason specified in Section 4.2, and the Executive is not
(i) reemployed by the Company or any subsidiary or affiliate
of the Company whether in a salaried, hourly, temporary or
full-time capacity, or (ii) retained as a consultant or
contractor by the Company or any subsidiary or affiliate of the
Company, or (iii) retained as a consultant or contractor by an
entity acquiring assets from the Company, unless the participation
by the Executive has the prior written approval of the
Company’s Senior Vice President of Human
Resources. |
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(b) |
If the Executive’s employment with the Company is
terminated as a result of the acquisition (either through the sale
of assets or the sale of stock) or the outsourcing of the services
previously provided internally by Company employees of the unit in
which the Executive was employed, and the Executive is employed by
the acquiring entity, the Executive is not eligible to receive
Severance Benefits hereunder. |
The Executive is not eligible
to receive both severance benefits under the CIC Agreement and
Severance Benefits hereunder. Accordingly, if the Executive
receives severance benefits under the CIC Agreement, he shall not
receive Severance Benefits hereunder. However, if the Executive
suffers a Qualifying Termination, and if the Company subsequently
undergoes a CIC such that the
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Severance Tier I US
Executive’s Effective
Date of Termination falls within the window period described in
Section 4.2 of the CIC Agreement, the Executive’s total
Severance Benefits shall equal the amounts described as severance
benefits under the CIC Agreement (potentially requiring additional
payments to the extent the amounts already paid as Severance
Benefits hereunder do not equal the amounts payable as severance
benefits under the CIC Agreement).
4.2 Qualifying
Termination. An involuntary termination of the
Executive’s employment by the Company, authorized by the
Company’s Senior Vice President of Human Resources, for
reasons other than Cause, mandatory Retirement under the
Company’s applicable policies, or the Executive’s
death, Disability, or voluntary termination of employment (whether
by Retirement or otherwise) at any time other than (i) the six
(6) full calendar month period prior to the effective date of
a CIC or (ii) within twenty-four (24) full calendar
months following the effective date of a CIC shall trigger the
payment of Severance Benefits to the Executive under this
Agreement.
4.3 Description of
Severance Benefits. Subject to the conditions of
Section 4.6, in the event that the Executive becomes entitled
to receive Severance Benefits, as provided in Sections 4.1 and
4.2, the Company shall pay to the Executive and provide him with
the following:
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(a)
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An amount equal to one and
one-half (1- 1 / 2 ) times the highest rate of the Executive’s
annualized Base Salary rate in effect at any time up to and
including the Effective Date of Termination.
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(b)
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An amount equal to one and
one-half (1- 1 / 2 ) the Executive’s target annual bonus
established for the bonus plan year in which the Executive’s
Effective Date of Termination occurs.
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(c) |
An amount equal to the Executive’s unpaid Base Salary and
accrued vacation pay through the last day the Executive
worked. |
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(d) |
An amount equal to the Executive’s unpaid targeted annual
bonus, established for the plan year in which the Executive’s
Effective Date of Termination occurs, multiplied by a fraction, the
numerator of which is the number of days completed in then-existing
fiscal year through the Effective Date of Termination and the
denominator of which is three hundred sixty-five (365). Any
payments hereunder are in lieu of bonuses otherwise payable under
the Company’s applicable annual incentive plans. |
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(e) |
A lump sum payment of ten thousand dollars ($10,000) (net of
required payroll and income tax withholding) in order to assist the
Executive in paying for replacement health and welfare coverage for
a reasonable period following the Executive’s Effective Date
of Termination. |
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Severance Tier I US
4.4 Termination for Cause
or by the Executive. If the Executive’s employment is
terminated either (i) by the Company for Cause or (ii) by
the Executive, the Company shall pay the Executive his full Base
Salary and accrued vacation through the last day worked, at the
rate then in effect, plus all other amounts to which the Executive
is entitled under any compensation plans of the Company, at the
time such payments are due, and the Company shall have no further
obligations to the Executive under this Agreement.
4.5 Notice of
Termination. Any termination by the Company under this Article
4 shall be communicated by a Notice of Termination, unless the
Executive is terminated for Cause, in which case no Notice of
Termination is required. For purposes of this Agreement, a
“Notice of Termination” shall mean a written notice
that shall indicate the specific termination provision in this
Agreement relied upon, and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so
indicated.
4.6 Delivery of
Non-Competition and Release Agreement. The payment of Severance
Benefits is conditioned on the Executive’s timely execution
of the Non-Competition and Release Agreement. The Company will
deliver the Non-Competition and Release Agreement when it provides
a Notice of Termination to the Executive. The Non-Competition and
Release Agreement shall be deemed effective upon the expiration of
the required waiting periods under any applicable state and/or
federal laws, as more specifically described therein.
To support the enforcement of
the Non-Competition and Release Agreement, the parties agree that
the minimum value of the Non-Competition and Release Agreement at
the time this Agreement was entered into was at least 1.5 times the
Executive’s Base Salary which has been built into the
severance formula contained in Section 4.3.
4.7 Removal From
Representative Boards. In the event the terminating the
Executive occupies any board of directors seats solely as a Company
representative, as a condition to receiving the severance set forth
in Section 4.3, the Executive shall immediately resign such
position upon his termination of employment with the Company,
unless specifically requested in writing by the Company
otherwise.
Article 5. Form and Timing of
Severance Benefits
5.1 Form and Timing of
Severance Benefits. The Severance Benefits described in
Section 4.3 shall b
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