Exhibit 10.3
POTLATCH
CORPORATION
SEVERANCE PROGRAM FOR
EXECUTIVE EMPLOYEES
( Effective December 5,
2008 )
TABLE OF
CONTENTS
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Page
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SECTION 1.
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ADOPTION AND
PURPOSE OF PROGRAM
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2
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SECTION 2.
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DEFINITIONS
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2
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SECTION 3.
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ELIGIBILITY AND
DETERMINATION OF VESTING SERVICE
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7
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SECTION 4.
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SEVERANCE
BENEFITS
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7
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SECTION 5.
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CONDITIONS FOR
PAYMENT OF SEVERANCE BENEFITS
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11
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SECTION 6.
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TIME AND FORM
OF BENEFIT
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14
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SECTION 7.
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EFFECT OF DEATH
OF EMPLOYEE
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14
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SECTION 8.
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AMENDMENT AND
TERMINATION
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15
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SECTION 9.
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CLAIMS
PROCEDURE
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15
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SECTION 10.
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REVIEW
PROCEDURE
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16
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SECTION 11.
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RESOLUTION OF
DISPUTES INVOLVING SECTION 5
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17
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SECTION 12.
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BASIS OF
PAYMENTS TO AND FROM PROGRAM
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18
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SECTION 13.
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NO EMPLOYMENT
RIGHTS
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18
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SECTION 14.
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NON-ALIENATION
OF BENEFITS
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18
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SECTION 15.
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SUCCESSORS AND
ASSIGNS
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18
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SECTION 16.
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NOTICES
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POTLATCH
CORPORATION
SEVERANCE PROGRAM FOR
EXECUTIVE EMPLOYEES
Effective December 5,
2008
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SECTION
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1. ADOPTION
AND PURPOSE OF PROGRAM .
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The Potlatch Corporation Severance
Program for Executive Employees (the “Program”) was
adopted effective December 5, 2008, by Potlatch Corporation
(the “Corporation”) to provide a program of severance
payments to certain employees of the Corporation, and their
designated subsidiaries. The Program is an employee welfare benefit
plan within the meaning of section 3(1) of ERISA and section
2510.3-1 of the regulations issued thereunder. The plan
administrator of the Program for purposes of ERISA is the
Corporation.
(a) “ Affiliate ”
means any other entity which would be treated as a single employer
with the Corporation under Section 414(b) or (c) of the
Code, provided that in applying such Sections and in accordance
with the rules of Treasury Regulations Section 1.409A-1(h)(3),
the language “at least 50 percent” shall be used
instead of “at least 80 percent.”
(b) “ Appeals Committee
” means the appeals committee described in
Section 10.
(c) “ Base Compensation
” means an Eligible Employee’s base rate of pay as in
effect at the time the Eligible Employee Separates from Service,
or, if greater, the rate in effect at the time the material change
described in Section 5(a)(iv) occurs or the time a Change of
Control described in Section 5(b) occurs, if applicable. An
Eligible Employee’s base rate of pay shall be determined
without reduction for (i) any Deferred Contributions made by
the Eligible Employee pursuant to the Salaried 401(k) Plan or
(ii) any contributions made by the Eligible Employee pursuant
to the Potlatch Custom Benefits Plan.
(d) “ Board ”
means the Board of Directors of Potlatch Corporation.
(e) “ Change of Control
” means
(i) Upon consummation of a merger or
consolidation involving the Corporation (a “Business
Combination”), in each case, unless, following such Business
Combination,
(A) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the then outstanding shares of common stock of the
Corporation (the “Outstanding Common Stock”) and the
then outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the “Outstanding
Voting Securities”) immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the
corporation or other entity resulting from such Business
Combination
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(including, without limitation, a
corporation or other entity which as a result of such transaction
owns the Corporation either directly or through one or more
subsidiaries),
(B) no individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act)) (a “Person”) (excluding any corporation or other
entity resulting from such Business Combination or any employee
benefit plan (or related trust) sponsored or maintained by the
Corporation or any of its subsidiaries or such other corporation or
other entity resulting from such Business Combination) beneficially
owns, directly or indirectly, 30% or more of, respectively, the
then outstanding shares of common stock or common equity of the
corporation or other entity resulting from such Business
Combination or the combined voting power of the then outstanding
voting securities of such corporation or other entity except to the
extent that such ownership is based on the beneficial ownership,
directly or indirectly, of Outstanding Common Stock or Outstanding
Voting Securities immediately prior to the Business Combination,
and
(C) at least a majority of the
members of the board of directors or similar governing body of the
corporation or other entity resulting from such Business
Combination were members of the Board at the time of the execution
of the initial agreement, or of the action of the Board, providing
for such Business Combination; or
(ii) On the date that individuals
who, as of 11:59 p.m. (Pacific) on the date of the Distribution,
constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any
individual who becomes a member of the Board on or subsequent to
the day immediately following the date of the Distribution whose
election, or nomination for election by the Corporation’s
stockholders, was approved by a vote of at least a majority of the
members of the Board then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for purposes of this proviso, any such
individual whose appointment to the Board occurs as a result of an
actual or threatened election contest with respect to the election
or removal of a member or members of the Board, an actual or
threatened solicitation of proxies or consents or any other actual
or threatened action by, or on behalf of, any Person other than the
Incumbent Board; or
(iii) Upon the acquisition on or
after the date of the Distribution by any Person of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either
(A) the then Outstanding Common
Stock, or
(B) the combined voting power of the
Outstanding Voting Securities;
provided, however, that the
following acquisitions shall not be deemed to be covered by this
paragraph (iii):
(I) any acquisition of Outstanding
Common Stock or Outstanding Voting Securities by the
Corporation,
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(II) any acquisition of Outstanding
Common Stock or Outstanding Voting Securities by any employee
benefit plan (or related trust) sponsored or maintained by the
Corporation, or
(III) any acquisition of Outstanding
Common Stock or Outstanding Voting Securities by any corporation
pursuant to a transaction which complies with clauses (A),
(B) and (C) of Section 2(e)(i); or
(iv) Upon the consummation of the
sale, lease or exchange of all or substantially all of the assets
of the Corporation; or
(v) Upon the approval by the
stockholders of the Corporation of a complete liquidation or
dissolution of the Corporation.
(f) “ COBRA ”
means the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended.
(g) “ Code ”
means the Internal Revenue Code of 1986, as amended.
(h) “ Committee ”
means the Executive Compensation and Personnel Policies Committee
of the Board of Directors of the Corporation.
(i) “ Corporation
” means Potlatch Corporation.
(j) “ Distribution
” means the distribution by the Corporation to its
stockholders of all of the outstanding shares of the common stock
of Clearwater Paper Corporation then owned by the Corporation,
pursuant to the Separation and Distribution Agreement between the
Corporation and Clearwater Paper Corporation.
(k) “ Eligible Employee
” means a Principal Officer of a Participating Company or
other employee of a Participating Company who participates in the
Program.
(l) “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as
amended.
(m) “ Identification
Date ” means each December 31.
(n) “ Incentive Plan
” means the Potlatch Corporation Management Performance Award
Plan II, the Potlatch Corporation Annual Incentive Plan or any
successor plan.
(o) “ Key Employee
” means an Eligible Employee who, on an Identification Date,
is:
(i) An officer of the Corporation or
an Affiliate having annual compensation greater than the
compensation limit in Section 416(i)(1)(A)(i) of the Code,
provided that no more than fifty officers of the Corporation and
its Affiliates shall be determined to be Key Employees as of any
Identification Date;
(ii) A five percent owner of the
Corporation; or
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(iii) A one percent owner of the
Corporation having annual compensation from the Corporation and its
Affiliates of more than $150,000.
If an Eligible Employee is
identified as a Key Employee on an Identification Date, then such
Eligible Employee shall be considered a Key Employee for purposes
of the Plan during the period beginning on the first April 1
following the Identification Date and ending on the next
March 31.
(p) “ Misconduct
” means that the Eligible Employee
(i) Has been convicted of any felony
or crime involving fraud, dishonesty or moral turpitude;
(ii) Has engaged in unfair
competition with a Participating Company or any successor to a
Participating Company;
(iii) Has induced any customer of a
Participating Company or any successor to a Participating Company
to breach any contract with a Participating Company or any
successor to a Participating Company;
(iv) Has made any unauthorized
disclosure of any of the secrets or confidential information of a
Participating Company or any successor to a Participating
Company;
(v) Has committed an act of
embezzlement, fraud or theft with respect to the property of a
Participating Company or any successor to a Participating Company;
or
(vi) Has engaged in conduct,
including any intentional, material violation of any contractual or
statutory duty that is not corrected following thirty
(30) days written notice, which is not in good faith and which
directly results in material loss, damage or injury to the
business, reputation or employees of a Participating Company or any
successor to a Participating Company.
(q) “ Normal Retirement
Date ” means “normal retirement date” as
determined under the Retirement Plan.
(r) “ Participating
Company ” means the Corporation and its subsidiaries
designated by the Committee to participate in the
Program.
(s) “ Present Value
” means the present value calculated using the assumed
discount rate applied in projecting the Corporation’s pension
benefit obligations for financial reporting purposes and the RP
2000 mortality table.
(t) “ Principal
Officers ” means the president and chief executive
officer, chief financial officer, secretary, treasurer and
controller and any elected vice-president of a Participating
Company.
(u) “ Program ”
means the Potlatch Corporation Severance Program for Executive
Employees.
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(v) “ Reduction in
Authority or Responsibility ” means
(i) The assignment to the Eligible
Employee of any duties that are materially inconsistent in any
respect with the Eligible Employee’s position (which may
include status, offices, titles and reporting requirements),
authority, duties, or responsibilities as in effect immediately
prior to such assignment, or
(ii) Any other action by a
Participating Company or any successor to a Participating Company
which results in a material diminution in such position, authority,
duties, or responsibilities, excluding for this purpose (i) an
isolated, insubstantial, and inadvertent action taken in good faith
and which is remedied by the Corporation promptly after receipt of
notice thereof given by the Eligible Employee, or (ii) any
temporary Reduction in Authority or Responsibility while the
Eligible Employee is absent from active service on any approved
disability, or other approved leave of absence.
By way of example, a reduction under
this definition shall include, but not be limited to:
(A) The removal of any material
division, business or operating unit, or other business
organization from the direct managerial responsibilities of the
Eligible Employee, or material reduction in the size or scope of
responsibility or operating budget of any division, business,
operating unit, or other business organization for which the
Eligible Employee has direct managerial responsibility;
or
(B) A reduction in the Eligible
Employee’s authority to legally bind a Participating Company
or any successor to a Participating Company without first obtaining
any additional authority or approval.
(w) “ Retirement Plan
” means the Potlatch Salaried Retirement Plan as in effect
from time to time.
(x) “ Salaried 401(k)
Plan ” means the Potlatch Salaried 401(k) Plan as in
effect from time to time.
(y) “ Separation from
Service ” means termination of an Eligible
Employee’s service as an Eligible Employee consistent with
Section 409A of the Code and the regulations promulgated
thereunder. For purposes of the Plan, “Separation from
Service” generally means termination of an Eligible
Employee’s employment as a common-law employee of the
Corporation and each Affiliate of the Corporation. A Separation
from Service will not be deemed to have occurred if an Eligible
Employee continues to provide services to the Corporation or an
Affiliate in a capacity other than as an employee and if the former
employee is providing a level of bona fide services that is fifty
percent (50%) or more of the average level of services
rendered, during the immediately preceding thirty-six
(36) months of employment with the Corporation or Affiliate;
provided, however, that a Separation from Service will be deemed to
have occurred if it is reasonably anticipated that an Eligible
Employee’s service with the Corporation and its Affiliates
will terminate after a certain date or the level of bona fide
services that the Eligible Employee will perform after such date
(whether as an employee or another capacity) will permanently
reduce to a rate that is less than twenty percent (20%) of the
bona fide level of services rendered, on average, during the
immediately preceding thirty-six (36) months (or if
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employed by the Corporation and its Affiliates
less than thirty-six (36) months, such lesser period).
However, the employment relationship is treated as continuing
intact while the individual is on military leave, sick leave, or
other bona fide leave of absence if the period of such leave does
not exceed six months, or if longer, so long as the
individual’s right to reemployment with the service recipient
is provided either by statute or by contract. If the period of
leave exceeds six months and the individual’s right to
reemployment is not provided either by statute or by contract, the
employment relationship is deemed to terminate on the first date
immediately following such six-month period.
(z) “ Supplemental
Plans ” means the Potlatch Corporation Salaried
Employees’ Supplemental Benefit Plan and Potlatch Corporation
Salaried Supplemental Benefit Plan II and any successor
plan.
(aa) “ Year of Vesting
Service ” means a year of vesting service as determined
under the Retirement Plan.
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SECTION
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3.
ELIGIBILITY AND DETERMINATION OF VESTING SERVICE
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All Principal Officers and appointed
vice presidents of the Participating Companies and such other
employees of the Participating Companies who are designated by the
Committee to participate in the Program shall be eligible to
participate in the Program. As a condition to participation in the
Program, each Eligible Employee shall agree in writing to become
bound by its terms, including, without limitation, the provisions
of Section 11.
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SECTION
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4. SEVERANCE
BENEFITS .
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(a) Basic Severance Benefits
. Upon the occurrence of any of the events specified in
Section 5(a), an Eligible Employee shall receive (in lieu of
any other severance benefit payable under any other plan or program
now or hereafter maintained by a Participating Company) Basic
Severance Benefits under the Program as follows:
(i) A cash benefit equal to three
(3) weeks of the Eligible Employee’s Base Compensation
for each full Year of Vesting Service completed by such Eligible
Employee;
(ii) The Eligible Employee’s
unused and accrued vacation pay, if any, determined as of the date
when the Eligible Employee Separates from Service under the terms
of the Participating Company’s officer vacation policy as in
effect when the applicable event specified in Section 5(a)
occurs (which, in the case of Separation from Service pursuant to
Section 5(a)(iv), shall be the date of the material change
rather than the date the Eligible Employee Separates from
Service);
(iii) Eligibility for an
“Award” under the Incentive Plan for the “Award
Year” in which he or she Separates from Service, determined
under all the terms and conditions of the Incentive Plan;
and
(iv) Continued coverage as an
employee during a period of weeks equal to three (3) times the
number of full Years of Vesting Service completed by the Eligible
Employee, under the following employee benefit plans of the
Corporation:
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(A) Medical coverage in the amount,
if any, that the Eligible Employee had in effect on the day
preceding the date of his or her Separation from
Service;
(B) Dental coverage in the amount,
if any, that the Eligible Employee had in effect on the day
preceding the date of his or her Separation from Service;
and
(C) Basic life insurance coverage in
the amount, if any, that the Eligible Employee had in effect on the
day preceding the date of his or her Separation from
Service.
Notwithstanding any of the foregoing
provisions of this Section 4(a)(iv):
(1) Any such continued coverage
shall terminate when the Eligible Employee becomes eligible for
coverage by the life insurance, medical or dental plan of another
employer.
(2) In the event that after an
Eligible Employee’s Separation from Service with a
Participating Company he or she is otherwise entitled to continued
coverage under the Corporation’s basic life insurance,
medical and dental plans pursuant to any employee benefit plan or
program of the Corporation (other than this Program), the total
benefits paid for by the Participating Companies during the period
described above shall not exceed the benefits to which the Eligible
Employee is entitled under this Section 4(a)(iv).
(3) For purposes of this
Section 4(a)(iv), the Corporation’s basic life insurance
plan shall not include any other type of life insurance coverage
provided through or by the Corporation to or on behalf of its
employees.
(4) During the period of such
continued coverage, the Eligible Employee shall not be eligible to
participate in the Corporation’s disability income plan or as
an employee in the Retirement Plan, the Salaried 401(k) Plan, any
qualified or nonqualified stock incentive or phantom stock plan of
the Corporation or any employee benefit plan or program now or
hereafter maintained by any Participating Company other than those
plans listed in Section 4(a)(iv)(A)-(C).
Notwithstanding the foregoing
provisions of this subsection (a), the sum of the amounts payable
under (i) above shall be not less than six (6) months of
the Eligible Employee’s Base Compensation nor greater than
one (1) year of the Eligible Employee’s Base
Compensation and the period of continued coverage described in
(iv) above shall be not less than six (6) months nor more
than one (1) year from the Eligible Employee’s
Separation from Service. The Committee may, in its discretion,
increase the benefit payable to any Eligible Employee without
regard to the foregoing limitation.
(b) Change of Control
Benefits . Upon the occurrence of any of the events specified
in Section 5(b), an Eligible Employee shall receive (in lieu
of any severance benefit payable under Section 4(a) or any
other severance benefit payable under any other plan or program now
or hereafter maintained by a Participating Company) Change of
Control Benefits under the Program as follows:
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(i) Within ten (10) business
days following the effective date an Eligible Employee Separates
from Service, a lump sum cash benefit equal to the Eligible
Employees’ annual Base Compensation plus his or her annual
Base Compensation multiplied by his or her standard bonus
percentage (as determined pursuant to the Incentive Plan),
determined as of the date of the Change of Control or the effective
date the Eligible Employee Separates from Service, whichever
produces the larger amount, multiplied by the appropriate factor
from the following table:
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Pay Multiple Factor
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Chief Executive Officer
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3.00
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Other Eligible Employees
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2.50
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Notwithstanding the foregoing, if
the Eligible Employee Separates from Service on or after the date
thirty (30) months prior to the Eligible Employee’s
Normal Retirement Date, the applicable factor shall be a fraction,
the numerator of which is the number of full months between the
date the Eligible Employee Separates from Service and such Normal
Retirement Date and the denominator of which is twelve (12). An
Eligible Employee described in the preceding sentence shall be
entitled to an additional benefit equa