8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 8, 2011

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(253) 924-2345

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Œ	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Œ	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Œ	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Œ	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01	Entry into a Material Definitive Agreement
Item 9.01	Financial Statements and Exhibits
Signatures
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 8, 2011, the Company's Board of Directors approved changes to the following terms and conditions applicable to grants to Company executive officers under the Weyerhaeuser Company 2004 Long Term Incentive Plan:

(a)    Terms and Conditions of Stock Options awarded under the Weyerhaeuser Company 2004 Long Term Incentive Plan ;

(b)    Terms and Conditions of Restricted Stock awarded under the Weyerhaeuser Company 2004 Long Term Incentive Plan; and

(c)    Terms and Conditions of Performance Shares awarded under the Weyerhaeuser Company 2004 Long Term Incentive Plan.

The changes were effective January 1, 2012. Copies of the documents are attached hereto as Exhibits 10.1, 10.2 and 10.3, to which reference is made for a full statement of their terms and provisions.

TEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)	The following items are filed as exhibits to this report.
10.1	Terms and Conditions of Stock Options awarded under the Weyerhaeuser Company 2004 Long Term Incentive Plan
10.2	Terms and Conditions of Restricted Stock awarded under the Weyerhaeuser Company 2004 Long Term Incentive Plan
10.3	Terms and Conditions of Performance Shares awarded under the Weyerhaeuser Company 2004 Long Term Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYERHAEUSER COMPANY
By	/s/ Jerald W. Richards
Its:	Chief Accounting Officer

Date: January 11. 2012

EX-10.1

Exhibit 10.1 Terms and Conditions of Stock Options awarded under the Weyerhaeuser Company 2004 Long Term Incentive Plan

WEYERHAEUSER COMPANY

2004 LONG-TERM INCENTIVE PLAN

STOCK OPTION AWARD

TERMS AND CONDITIONS

Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and these Stock Option Award Terms and Conditions, Weyerhaeuser Company has granted you an Option under its 2004 Long-Term Incentive Plan (the “Plan”) to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the “Shares”) at the exercise price indicated in your Grant Notice. You may decline this Grant by notifying sharon.dusek@weyerhaeuser.com within one month of the grant date. In the event you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms not explicitly defined in this document but defined in the Plan have the definitions given to such terms in the Plan. The Option is granted to you as a participant in the Plan and is subject to the terms and conditions set out in the Plan. In addition, the Option has the following terms and conditions:

1.Vesting. Subject to the provisions of Section 3, the Option will vest and become exercisable over a period of four years. No part of the Option will be exercisable until the one-year anniversary of the Grant Date. On the one-year anniversary of the Grant Date, 25% of the Option will vest and become exercisable, with an additional 25% of the Option vesting and becoming exercisable on each of the second, third and fourth anniversaries of the Grant Date, respectively. As of the fourth anniversary of the Grant Date, 100% of the Option will be vested and exercisable.

2.Term. The Options will expire on the date specified in your Grant Notice, which is the tenth anniversary of the Grant Date. Following that date, you will no longer be able to exercise the Option. In addition, as set forth in Section 3, the Option may terminate earlier than the tenth anniversary of the Grant Date if your employment with the Company and all Related Companies ceases for any reason. Transfer of employment between or among the Company and its subsidiaries is not considered termination of employment. Options that are not vested before their expiration date are forfeited and without value.

3.Termination of Employment; Death; Disability; Change in Control. In the event of your termination of employment, death or Disability or a Change in Control, the following vesting and expiration dates will apply.

(a)Termination of Employment at Age 62. If you terminate employment at age 62 or older and if clause (ii) in the first paragraph of Section 3(g) is not applicable, your Option will continue to vest according to the vesting schedule described above and you will be able to exercise any portion of your Option that has vested for the remaining term of the grant, up to a maximum of 10 years.

(b)Termination of Employment Due to Job Elimination. If your employment is involuntarily terminated due to the elimination of your position with the Company or any Related Company and if clause (ii) in the first paragraph of Section 3(g) is not applicable, your Option will continue to vest for one year following your termination. The remaining unvested portion of your

Option as of the one-year anniversary of your termination date will be cancelled.You will be able to exercise the vested portion of your Option within a maximum of three years from the date of termination, or during the remaining term of the grant if that is a shorter period of time.

(c)Termination of Employment for Other Reasons.If your employment is terminated before your Option fully vests under Section 1 and none of the other provisions under Section 3 apply, any portion of your Option that is not vested under Section 1 on the date of your termination is immediately forfeited and no longer has any value. You will be able to exercise any portion of your Option that has vested as of the date of your termination for a maximum of three years from the date of termination, or during the remaining term of the grant if that is a shorter period of time.

(d)Termination of Employment for Cause. If your employment is terminated for Cause, then, notwithstanding anything to the contrary herein, including, but not limited to, Section 3(a), both the vested and nonvested portions of the Option will automatically expire at the time the Company or Related Company first notifies you of your termination for Cause, unless the Committee determines otherwise. If your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, all your rights under the Option, including the right to exercise any vested portion of the Option, likewise will be suspended during the period of investigation. In no event will such a suspension extend the remaining term of the grant, even if it is ultimately determined that you will not be terminated for Cause. If any facts that would constitute termination for Cause are discovered after your Termination of Service, any Option you then hold may be immediately terminated by the Committee.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; or (iii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or any Related Company.

(e)Termination as a result of death of the Participant. During your lifetime, this Option may be exercised only by you. If you die while actively employed, your Option is automatically 100% vested and your beneficiary or, if there is no named beneficiary, your personal representative may exercise the Option at any time or from time to time within a maximum of three years after your date of death, or during the remaining term of the grant if that is a shorter period of time.

(f)Termination of Employment due to Disability. If your employment is terminated as a result of Disability while actively employed, your Option is automatically 100% vested. You will be able to exercise the Option within a maximum of three years from the date of termination, or during the remaining term of the grant if that is a shorter period of time.

As defined by the Company's Retirement Plan for Salaried Employees, “Disability” means “a medical condition in which a Participant is either entitled to total and permanent disability benefits under the Social Security Act or judged to be totally and permanently disabled by the Administrative Committee or any person or committee delegated by the Administrative Committee to make such determinations.”

The Option must be exercised within three months after termination of employment for reasons other than death or Disability and one year after termination of employment due to Disability to qualify

for the beneficial tax treatment afforded Incentive Stock Options.

It is your responsibility to be aware of the date the Option terminates.

(g)Change in Control. In the event of a Change in Control, your Option will immediately become 100% exercisable and remain exercisable for the remaining term of the grant, up to a maximum of 10 years, but only if either: (i) the Option is not assumed, converted or replaced by the successor entity to the Company or (ii) within 24 full calendar months following the effective date of the Change in Control, your employment is either involuntarily terminated by the Company (which term includes, for purposes of this Section 3(g), any Related Company and any successor entity) other than for Cause (as defined above in Section 3(d)) or voluntarily terminated by you for Good Reason.

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i. a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii. within two years following a Change in Control, the Company's requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from the Company's headquarters immediately prior to a Change in Control, except for required travel on the Company's business to an extent substantially consistent with your business obligations as of the Grant Date;

iii. a material reduction by the Company of your base salary as in effect immediately prior to the Change in Control;

iv. a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v. a material reduction in your level of participation, including your target-level opportunities, in any of the Company's short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more); or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the Company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason, and (B) the Company fails to correct the event so identified in all material respects within 30 days after receipt of such notice.

4.Securities Law Compliance. Notwithstanding any other provision of this grant, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act or if the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in compliance with such laws and regulations.

5.Incentive Stock Option Qualification. If your Option is designated as an Incentive Stock Option in your Grant Notice, all or a portion of the Option is intended to qualify as an Incentive Stock Option under federal income tax law. However, the Company does not represent or guarantee that the Option qualifies as such.

If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market Value (determined as of the grant date) of the shares of Common Stock subject to the portions of the Option and all other Incentive Stock Options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a Nonqualified Stock Option, unless the Internal Revenue Service changes the rules and regulations governing the $100,000 limit for Incentive Stock Options. In addition, a portion of the Option may be treated as a Nonqualified Stock Option if certain events cause exercisability of the Option to accelerate.

6.Notice of Disqualifying Disposition. To the extent the Option has been designated as an Incentive Stock Option, to obtain certain tax benefits afforded to Incentive Stock Options, you must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and one year after the date of exercise. If shares of stock obtained upon exercise of an Incentive Stock Option are tendered to pay the exercise price for another option less than one year after the exercise date of the Incentive Stock Option, the tender will be considered a disqualifying disposition. You may be subject to the alternative minimum tax at the time of exercise. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares. By accepting an Option designated as an Incentive Stock Option, you agree to promptly notify the Company if you dispose of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the Grant Date.

7.Method of Exercise. You may exercise the Option by giving notice to the Company or a brokerage firm designated or approved by the Company, in form and substance satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make this payment in any combination of the following: (a) by cash; (b) by check acceptable to the Company; (c) by tendering (either actually or by attestation) shares of Common Stock you have owned for at least six months (if such holding period is necessary to avoid a charge to the Company's earnings); (d) to the extent permitted by law, by instructing a broker to deliver to the Company the total payment required in accordance with procedures established by the Company; or (e) by any other method permitted by the Committee.

8.Withholding Taxes. As a condition to the exercise of any portion of an Option, you must make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise.

9.Option Not an Employment or Service Contract. Nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate

your employment or other relationship at any time, with or without Cause.

10.No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within three years of the Termination of Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your Termination of Service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

11.Binding Effect. The terms and conditions of this grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your beneficiaries, heirs, executors, administrators, successors and assigns.

12.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. (a) The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. (b) The grant of the Option is a one-time benefit that does not create any contractual or other right to receive future grants of options, or benefits in lieu of options. (c) All determinations with respect to any such future grants, including, but not limited to, the times when options will be granted, the number of shares subject to each option, the option price, and the time or times when each option will be exercisable, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Option is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (g) The vesting of the Option ceases upon your Termination of Service for any reason except as may otherwise be explicitly provided in the Plan, the terms and conditions of this grant, or otherwise permitted by the Committee. (h) The future value of the Shares underlying the Option is unknown and cannot be predicted with certainty. (i) If the Shares underlying the Option do not increase in value, the Option will have no value.

13. Employee Data Privacy. By receiving this award, you: (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Option and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.

14. Section 409A. The Option is intended to be exempt from the requirements of section 409A of the U.S. Internal Revenue Code (“Section 409A”) and shall be interpreted, operated and administered in a manner consistent with such intention. To the extent that the Company determines that the Option is subject to Section 409A and fails to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to unilaterally amend, restructure, terminate or replace the Option in order to cause the Option to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.

EX-10.2

Exhibit 10.2 Terms and Conditions of Restricted Stock awarded under the Weyerhaeuser Company 2004 Long Term Incentive Plan

WEYERHAEUSER COMPANY

2004 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD

TERMS AND CONDITIONS

Pursuant to your Grant Notice (the “Grant Notice”) and these Restricted Stock Award Terms and Conditions, Weyerhaeuser Company has granted you under its 2004 Long-Term Incentive Plan (the “Plan”) the number of restricted stock awards (“Awards”) indicated in your Grant Notice at the market value indicated in your Grant Notice. You may decline this Grant by notifying sharon.duseek@weyerhaeuser.com within one month of the grant date. In the event you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms not explicitly defined in this document but defined in the Plan have the definitions given to such terms in the Plan. Awards represent the Company's unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date, subject to the terms of this document and the Plan. You have no rights under the Awards other than the rights of a general unsecured creditor of the Company. In addition, the Awards have the following terms and conditions:

1.Vesting. Subject to the provisions of Section 3, the following vesting schedule will apply to the Awards. The Awards will vest over a period of four years. No part of the Awards will vest until the one-year anniversary of the Grant Date. On the one-year anniversary of the Grant Date, 25% of the Awards will vest, with an additional 25% of the Awards vesting on each of the second, third and fourth anniversaries of the Grant Date, respectively. As of the fourth anniversary of the Grant Date, 100% of the Awards will be vested.

Awards that have not vested in accordance with the preceding paragraph are subject to forfeiture as described in Section 3.

2.Conversion of Awards and Issuance of Shares. Upon each vesting of Awards pursuant to Section 1, one share of Company Common Stock shall be issued for each Award that vests on such date (the “Shares”), subject to the terms of the Plan and this document. Thereafter, the Company will subtract from the vested Shares the whole number of Shares necessary to satisfy any required Tax Withholding Obligations as described in Section 9 hereof, and transfer the balance of the vested Shares to you. No fractional shares of Common Stock shall be issued under this Grant. Notwithstanding anything to the contrary, the delivery of vested Shares shall occur as soon as practicable after the vesting date specified in Section 1, but in all events by a date which is within 30 days following such date.

3.Termination of Employment; Death; Disability; Change in Control. In the event of your termination of employment, death or Disability or a Change in Control while Awards are outstanding, the following vesting and payment provisions will apply. Within 30 days following each applicable release date specified below, one share of Company Common Stock will be issued for each Award that is scheduled for release on such date, subject to the terms of the Plan and this document, and subject to any Tax Withholding Obligations as described in Section 9 hereof.

(a)Termination of Employment at Age 62. If you terminate employment at age 62 or older

(such termination being referred to herein as “retirement”) and if clause (ii) in the first paragraph of Section 3(f) is not applicable, you will be entitled to receive all or a portion of your Awards as set forth below, to be released on the same dates as provided for in Sections 1 and 2. Specifically, the Awards will be released according to the following schedule:

i. If retirement is less than 6 months after Grant Date, you will receive 0% of the Awards. All of the Awards will be forfeited.

ii. If retirement occurs at least 6 months after Grant Date but earlier than the first anniversary of the Grant Date, you will receive 25% of the Awards, to be available for release on the first anniversary of the Grant Date. The remaining 75% of the Awards will be forfeited.

iii. If retirement occurs on or later than the first anniversary of the Grant Date but earlier than the second anniversary of the Grant Date, you will receive 50% of the Awards, with 25% of the Awards available for release on each of the first and second anniversaries of the Grant Date, respectively. The remaining 50% of the Awards will be forfeited.

iv. If retirement occurs on or later than the second anniversary of the Grant Date but earlier than the third anniversary of the Grant Date, you will receive 75% of the Awards, with 25% of the Awards available for release on each of the first, second and third anniversaries of the Grant Date, respectively. The remaining 25% of the Awards will be forfeited.

v. If retirement occurs on or after the third anniversary of the Grant Date, you will receive 100% of the Awards, with 25% of the Awards available for release on each of the first, second, third and fourth anniversaries of the Grant Date, respectively.

No Shares will be issued or issuable with respect to any portion of the Awards that are forfeited.

(b)Termination of Employment Due to Job Elimination. If your employment is involuntarily terminated due to the elimination of your position with the Company or any Related Company and if clause (ii) in the first paragraph of Section 3(f) is not applicable, you will be entitled to receive all or a portion of your Awards as set forth below, to be released on the same dates as provided for in Sections 1 and 2. Specifically, the Awards will be released according to the following schedule:

i. If such termination is less than 6 months after Grant Date, you will receive 0% of the Awards. All of the Awards will be forfeited.

ii. If such termination occurs at least 6 months after Grant Date but earlier than the first anniversary of the Grant Date, you will receive 25% of the Awards, to be available for release on the first anniversary of the Grant Date. The remaining 75% of the Awards will be forfeited.

iii. If such termination occurs on or later than the first anniversary of the Grant Date but earlier than the second anniversary of the Grant Date, you will receive 50% of the Awards, with 25% of the Awards available for release on each of the first and second anniversaries of the Grant Date, respectively. The remaining 50% of the Awards will be forfeited.

iv. If such termination occurs on or later than the second anniversary of the Grant Date but

earlier than the third anniversary of the Grant Date, you will receive 75% of the Awards, with 25% of the Awards available for release on each of the first, second and third anniversaries of the Grant Date, respectively. The remaining 25% of the Awards will be forfeited.

v. If such termination occurs on or after the third anniversary of the Grant Date, you will receive 100% of the Awards, with 25% of the Awards available for release on each of the first, second, third and fourth anniversaries of the Grant Date, respectively.

(c)Termination of Employment for Other Reasons. If your employment is terminated before your Awards fully vest under Section 1 and none of the other provisions under Section 3 apply, any Awards that are not vested under Section 1 on the date of your termination are immediately forfeited.

(d)Termination of Employment for Cause. If your employment is terminated for Cause, then notwithstanding anything to the contrary herein, including, but not limited to, Section 3(a), any outstanding Awards will be immediately forfeited at the time the Company or Related Company first notifies you of your termination for Cause. In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, payment of all outstanding Awards may be suspended during such period of investigation, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code (“Section 409A”) if applicable. If, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, all outstanding Awards shall be immediately forfeited and you shall be required to promptly repay to the Company any Shares relating to such Awards that were previously paid to you during the period of investigation. If any facts that would constitute termination for Cause are discovered after your termination of service, any outstanding Awards may be immediately terminated by the Committee.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; or (iii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or any Related Company.

(e)Death or Disability. In the event of your death or Disability while actively employed, you will receive 100% of your Awards. Subject to Section 15, all Awards not already released pursuant to Section 2 above will be released as of the date of your death or Disability. In the event of your death, payment will be made to your estate.

As defined by the Company's Retirement Plan for Salaried Employees, “Disability” means “a medical condition in which a Participant is either entitled to total and permanent disability benefits under the Social Security Act or judged to be totally and permanently disabled by the Administrative Committee or any person or committee delegated by the Administrative Committee to make such determinations.”

(f)Change in Control. In the event of a Change in Control, your Awards will vest over the period set forth in Section 1 and be released at the time set forth in Section 2, subject to the provisions of Section 3, provided, however, that, subject to Section 15: (i) your then outstanding Awards will immediately fully vest and be released as of the date of the Change in Control in the event that the Awards are not assumed, converted or replaced by the successor entity to the Company, and (ii) your Awards will immediately fully vest and be released as of the date of your separation from service, provided that such separation from service occurs within 24 full calendar months following the effective date of the Change

in Control and is either an involuntary separation by the Company (which term includes, for purposes of this Section 3(f), any Related Company and any successor entity) other than for Cause (as defined above in Section 3(d)) or a voluntary separation by you for Good Reason.

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i. a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii. within two years following a Change in Control, the Company's requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from the Company's headquarters immediately prior to a Change in Control, except for required travel on the Company's business to an extent substantially consistent with your business obligations as of the Grant Date;

iii. a material reduction by the Company of your base salary as in effect immediately prior to the Change in Control;

iv. a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v. a material reduction in your level of participation, including your target-level opportunities, in any of the Company's short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more); or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the Company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason, and (B) the Company fails to correct the event so identified in all material respects within 30 days after receipt of such notice.

4.Dividends. Except as otherwise specifically provided in this document, you will not be entitled to any rights of a shareholder with respect to any outstanding Awards. Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time period when Awards are outstanding, you will be credited with additional amounts for each Award equal to the dividend that would have been paid with respect to such Award if it had been an actual share of Common Stock, which amount shall remain subject to restrictions (and as determined by the Administrator may be reinvested in Awards) and shall vest and be paid concurrently with the vesting and payment of the Awards upon which such dividend equivalent amounts were paid.

5.No Rights as Shareholder until Vesting and Issuance of Shares. You will not have any voting or any other rights as a shareholder of the Common Stock with respect to the outstanding Awards. Upon vesting of the Awards and issuance of shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.

6.Securities Law Compliance. Notwithstanding any other provision of this award document, you may not sell the Shares acquired upon vesting and issuance of the Awards unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares and you may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

7.Non-Transferability of Awards. Notwithstanding any other provision of this award document, you may not sell, pledge, assign, hypothecate, transfer or dispose of your Awards in any manner prior to the distribution to you of shares of Company common stock in respect of such Awards. Awards shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, pursuant to Section 3(e), Shares may be issued to your estate in the event of your death.

8.Independent Tax Advice. Determining the actual tax consequences of receiving or disposing of the Awards and Shares may be complicated. These tax consequences will depend, in part, on your specific situation and also may depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving or disposing of Awards and Shares. You are encouraged to consult with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt, vesting or disposition of the Awards or Shares in light of your specific situation.

9.Taxes and Withholding. You are ultimately liable and responsible for all taxes owed in connection with the Awards, including federal, state, local, FICA, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Awards. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the Grant or vesting of the Awards or the subsequent sale of Shares issuable pursuant to the Awards. The Company does not commit and is under no obligation to structure the Awards to reduce or eliminate your tax liability.

When an event occurs in connection with the Awards (e.g., vesting) that the company determines results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), to the extent required by law, and to the extent permitted by Section 409A if applicable, the Company may retain without notice from Shares issuable under the Awards or from salary or other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your Tax Withholding Obligation.

The Company may refuse to issue any Shares to you until your Tax Withholding Obligation is satisfied.

10.Grant Not an Employment or Service Contract. Nothing in the Plan or any Award granted

under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without cause.

11.No Right to Damages. You will have no right to bring a claim or to receive damages if any portion of the Grant is forfeited. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your termination of service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

12.Binding Effect. The terms and conditions of this Grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

13.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. (a) The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. (b) The Grant is a one-time benefit that does not create any contractual or other right to receive future grants of Awards. (c) All determinations with respect to any such future grants, including, but not limited to, the times when grants will be made, the number of Awards subject to each grant, the grant price, and the time or times when each grant will be exercisable, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Grant is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (g) The vesting of the Grant ceases upon your termination of employment for any reason and any unvested Awards will be forfeited. (h) The future value of the Shares underlying the Grant is unknown and cannot be predicted with certainty.

14.Employee Data Privacy. By receiving this Grant, you: (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Award and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.

15. Compliance with Section 409A. To the extent that the Company determines that the Awards are subject to Section 409A, these Terms and Conditions will be interpreted and administered in such a way as to comply with the applicable provisions of Section 409A to the maximum extent possible. In addition, if the Awards are subject to Section 409A: (i) no payment will be made on account of your Disability pursuant to Section 3(e) unless such Disability qualifies as a “disability” for purposes of Treas. Reg. § 1.409A-3(i)(4) (or successor provisions), (ii) no payment will be made on account of a Change in Control pursuant to clause (i) in the first paragraph of Section 3(f) unless such Change in Control qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5) (or successor provisions), (iii) a “separation from service” for purposes of these Terms and Conditions will mean a “separation from service” as defined in Treas. Reg. § 1.409A-1(h) (or successor provisions), and (iv) if you must be treated as a “specified employee” within the meaning of Section 409A, any payments made on account of your separation from service will be made at the time specified above in these Terms and Conditions or, if later, on the date that is six months and one day following the date of your separation from service. To the extent that the Company determines that the Awards are subject to Section 409A and fail to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to

amend, restructure, terminate or replace the Awards in order to cause the Awards to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.

EX-10.3

Exhibit 10.3 Terms and Conditions of Performance Shares awarded under the Weyerhaeuser Company 2004 Long Term Incentive Plan

WEYERHAEUSER COMPANY

2004 LONG-TERM INCENTIVE PLAN

PERFORMANCE SHARE AWARD

TERMS AND CONDITIONS

Pursuant to your Grant Notice (the “Grant Notice”) and these Performance Plan Award Terms and Conditions, Weyerhaeuser Company has granted you under its 2004 Long-Term Incentive Plan (the “Plan”) the number of Performance Plan Awards (“Awards”) indicated in your Grant Notice at the market value indicated in your Grant Notice. You may decline this Grant by notifying sharon.dusek@weyerhaeuser.com within one month of the grant date. In the event you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms not explicitly defined in this document but defined in the Plan have the definitions given to such terms in the Plan. Awards represent the Company's unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date based upon satisfaction of certain performance criteria, subject to the terms of this document and the Plan. You have no rights under the Awards other than the rights of a general unsecured creditor of the Company. In addition, the Awards have the following terms and conditions:

1.Vesting. You can earn the Awards based on the Company's performance in achieving business targets over the two-year performance period. The performance period begins on January 1, 2011 and ends on December 31, 2012. In the first year, achievement will be measured based on one-year cash flow goals. Performance will be increased or decreased as much as 20% by the Company's relative total shareholder return over the two-year performance period compared to the S&P 500 Index. The maximum number of shares that can be earned under this award is 150% of target.

Year 1 Performance - Cash Flow		Year 2 Performance - Total Shareholder Rank vs. S&P 500
Performance Achieved	% of Target Earned	Weyerhaeuser TSR Percentile Rank	Modifier
Below minimum performance	—%	25th percentile or lower	(20)%
Minimum (threshold performance)	80%	50th percentile	—%
Target performance	100%	75th percentile or higher	20%
Maximum performance	150%

Subject to the provisions of Section 3, the following vesting schedule will apply to the Awards earned in accordance with the schedule above (the “earned Awards”): The earned Awards will vest over a period of four years. No part of the earned Awards will vest until the two-year anniversary of the Grant Date. On the two-year anniversary of the Grant Date, 50% of the earned Awards will vest, with an additional 25% of the earned Awards vesting on each of the third and fourth anniversaries of the Grant Date, respectively. As of the fourth anniversary of the Grant Date, 100% of the earned Awards will be vested.

2.Conversion of Awards and Issuance of Shares. Upon each vesting of Awards pursuant to

Section 1, one share of Company Common Stock shall be issued for each earned Award that vests on such date (the “Shares”), subject to the terms of the Plan and this document. Thereafter, the Company will subtract from the vested Shares the whole number of Shares necessary to satisfy any required Tax Withholding Obligations as described in Section 9 hereof, and transfer the balance of the vested Shares to you. No fractional shares of Common Stock shall be issued under this Grant. Notwithstanding anything to the contrary, the delivery of vested Shares shall occur as soon as practicable after the vesting date specified in Section 1, but in all events by a date which is within 30 days following such date.

3.Termination of Employment; Death; Disability; Change in Control. In the event of your termination of employment, death or Disability or a Change in Control while Awards are outstanding, the following vesting and payment provisions will apply. Within 30 days following each applicable release date specified below, one share of Company Common Stock will be issued for each earned Award that is scheduled for release on such date, subject to the terms of the Plan and this document, and subject to any Tax Withholding Obligations as described in Section 9 hereof.

(a)Termination of Employment at Age 62. If you terminate employment at age 62 or older (such termination being referred to herein as “retirement”), and if clause (ii) in the second paragraph of Section 3(f) is not applicable, you will be entitled to receive all or a portion of your earned Awards as set forth below, to be released on the same dates as provided for in Sections 1 and 2. Specifically, the Awards will be released according to the following schedule:

i. If retirement is less than 6 months after Grant Date, you will receive 0% of the Awards. All of the Awards will be forfeited.

ii. If retirement occurs at least 6 months after Grant Date but earlier than the first anniversary of the Grant Date, you will receive 25% of the Awards actually earned as of the end of 2012, to be available for release on the second anniversary of the Grant Date. The remaining 75% of the earned Awards will be forfeited.

iii. If retirement occurs on or later than the first anniversary of the Grant Date but earlier than the second anniversary of the Grant Date, you will receive 50% of the Awards actually earned as of the end of 2012, to be available for release on the second anniversary of the Grant Date. The remaining 50% of the earned Awards will be forfeited.

iv. If retirement occurs on or after the second anniversary of the Grant Date, you will receive 100% of the Awards actually earned as of the end of 2012: 50% of the earned Awards will be available for release on the second anniversary of the Grant Date, and an additional 25% of the earned Awards will be available for release on each of the third and fourth anniversaries of the Grant Date, respectively.

(b)Termination of Employment Due to Job Elimination. If your employment is involuntarily terminated due to the elimination of your position with the Company or any Related Company and if clause (ii) in the second paragraph of Section 3(f) is not applicable, you will be entitled to receive all or a portion of your earned Awards as set forth below, to be released on the same dates as provided for in Sections 1 and 2. Specifically, the Awards will be released according to the following schedule:

i. If such termination is less than 6 months after Grant Date, you will receive 0% of the Awards. All of the Awards will be forfeited.

ii. If such termination occurs at least 6 months after Grant Date but earlier than the first

anniversary of the Grant Date, you will receive 25% of the Awards actually earned as of the end of 2012, to be available for release on the second anniversary of the Grant Date. The remaining 75% of the earned Awards will be forfeited.

iii. If such termination occurs on or later than the first anniversary of the Grant Date but earlier than the second anniversary of the Grant Date, you will receive 50% of the Awards actually earned as of the end of 2012, to be available for release on the second anniversary of the Grant Date. The remaining 50% of the earned Awards will be forfeited.

iv. If such termination occurs on or later than the second anniversary of the Grant Date but earlier than the third anniversary of the Grant Date, you will receive 75% of the Awards actually earned as of the end of 2012: 50% of the earned Awards will be available for release on the second anniversary of the Grant Date, and an additional 25% of the earned Awards will be available for release on the third anniversary of the Grant Date. The remaining 25% of the earned Awards will be forfeited.

v. If such termination occurs on or after the third anniversary of the Grant Date, you will receive 100% of the Awards actually earned as of the end of 2012: 50% of the earned Awards will be available for release on the second anniversary of the Grant Date, and an additional 25% of the earned Awards will be available for release on each of the third and fourth anniversaries of the Grant Date, respectively.

(c)Termination of Employment for Other Reasons. If your employment is terminated before your Awards fully vest under Section 1 and none of the other provisions under Section 3 apply, any Awards that are not vested under Section 1 on the date of your termination are immediately forfeited.

(d)Termination of Employment for Cause. If your employment is terminated for Cause, then notwithstanding anything to the contrary herein, including, but not limited to, Section 3(a), any outstanding Awards will be immediately forfeited at the time the Company or Related Company first notifies you of your termination for Cause. In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, payment of all outstanding Awards may be suspended during such period of investigation to the extent permissible under Section 409A of the U.S. Internal Revenue Code (“Section 409A”). If, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, all outstanding Awards shall be immediately forfeited and you shall be required to promptly repay to the Company any Shares relating to such Awards that were previously paid to you during the period of investigation. If any facts that would constitute termination for Cause are discovered after your termination of service, any outstanding Awards may be immediately terminated by the Committee.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; or (iii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or any Related Company.

(e)Death or Disability. In the event of your death or Disability while actively employed, you will receive 100% of your Awards actually earned as of the end of 2012, determined pursuant to Section 1. If your death or Disability occurs before the second anniversary of the Grant Date, all such earned Awards

will be released on the second anniversary of the Grant Date. If your death or Disability occurs on or after the second anniversary of the Grant Date, any remaining earned Awards not already released pursuant to Section 2 will be released as of the date of your death or Disability. In the event of your death, payment will be made to your estate.

As defined by the Company's Retirement Plan for Salaried Employees, “Disability” means “a medical condition in which a Participant is either entitled to total and permanent disability benefits under the Social Security Act or judged to be totally and permanently disabled by the Administrative Committee or any person or committee delegated by the Administrative Committee to make such determinations”, provided, that only a condition which qualifies as a “disability” for purposes of Treas. Reg. § 1.409A-3(i)(4) (or any successor provision) will constitute a Disability for purposes of these Terms and Conditions.

(f)Change in Control. In the event a Change in Control occurs before the end of the performance period specified in Section 1, the target performance level will be deemed to have been achieved and you will be deemed to have earned 100% of your Awards.

Following a Change in Control, your earned Awards will vest over the period set forth in Section 1 and be released at the time set forth in Section 2, subject to the provisions of Section 3, provided, however, that: (i) your then outstanding earned Awards will immediately fully vest as of the effective date of the Change in Control in the event that the Awards are not assumed, converted or replaced by the successor entity to the Company, and will be released as of such date if such Change in Control qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5) (or successor provisions) and (ii) your earned Awards will immediately fully vest and be released, subject to Section 15, as of the date of your separation from service (as defined in Treas. Reg. § 1.409A-1(h) (or successor provisions)), provided that such separation from service occurs within 24 full calendar months following the effective date of the Change in Control, and is either an involuntary separation by the Company (which term includes, for purposes of this Section 3(f), any Related Company and any successor entity) other than for Cause (as defined above in Section 3(d)) or a voluntary separation by you for Good Reason.

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i. a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii. within two years following a Change in Control, the Company's requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from the Company's headquarters immediately prior to a Change in Control, except for required travel on the Company's business to an extent substantially consistent with your business obligations as of the Grant Date;

iii. a material reduction by the Company of your base salary as in effect immediately prior to the Change in Control;

iv. a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v. a material reduction in your level of participation, including your target-level opportunities, in any of the Company's short- and/or long-term incentive compensation

plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more); or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the Company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason, and (B) the Company fails to correct the event so identified in all material respects within 30 days after receipt of such notice.

4.Dividends. Except as otherwise specifically provided in this document, you will not be entitled to any rights of a shareholder with respect to any outstanding Awards. Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time period when Awards are outstanding, you will be credited with additional amounts for each Award equal to the dividend that would have been paid with respect to such Award if it had been an actual share of Common Stock, which amount shall remain subject to restrictions (and as determined by the Administrator may be reinvested in Awards) and shall vest and be paid concurrently with the vesting and payment of the Awards upon which such dividend equivalent amounts were paid.

5.No Rights as Shareholder until Vesting and Issuance of Shares. You will not have any voting or any other rights as a shareholder of the Common Stock with respect to the outstanding Awards. Upon vesting of the Awards and issuance of shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.

6.Securities Law Compliance. Notwithstanding any other provision of this award document, you may not sell the Shares acquired upon vesting and issuance of the Awards unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares and you may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

7.Non-Transferability of Awards. Notwithstanding any other provision of this award document, you may not sell, pledge, assign, hypothecate, transfer or dispose of your Awards in any manner prior to the distribution to you of shares of Company common stock in respect of such Awards. Awards shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, pursuant to Section 3(e), Shares may be issued to your estate in the event of your death.

8.Independent Tax Advice. Determining the actual tax consequences of receiving or disposing of the Awards and Shares may be complicated. These tax consequences will depend, in part, on your specific situation and also may depend on the resolution of currently uncertain tax law and other variables not

within the control of the Company. You should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving or disposing of Awards and Shares. You are encouraged to consult with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt, vesting or disposition of the Awards or Shares in light of your specific situation.

9.Taxes and Withholding. You are ultimately liable and responsible for all taxes owed in connection with the Awards, including federal, state, local, FICA, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Awards. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the Grant or vesting of the Awards or the subsequent sale of Shares issuable pursuant to the Awards. The Company does not commit and is under no obligation to structure the Awards to reduce or eliminate your tax liability.

When an event occurs in connection with the Awards (e.g., vesting) that the Company determines results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), to the extent required by law, and to the extent permitted by Section 409A, the Company may retain without notice from Shares issuable under the Awards or from salary or other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your Tax Withholding Obligation.

The Company may refuse to issue any Shares to you until your Tax Withholding Obligation is satisfied.

10.Grant Not an Employment or Service Contract. Nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without cause.

11.No Right to Damages. You will have no right to bring a claim or to receive damages if any portion of the Grant is forfeited. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your termination of service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

12.Binding Effect. The terms and conditions of this Grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

13.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. (a) The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. (b) The Grant is a one-time benefit that does not create any contractual or other right to receive future grants of Awards. (c) All determinations with respect to any such future grants, including, but not limited to, the times when grants will be made, the number of Awards subject to each grant, the grant price, and the time or times when each grant will be exercisable, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Grant is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (g) The vesting of the Grant ceases upon your termination of employment for any reason and any unvested

Awards will be forfeited. (h) The future value of the Shares underlying the Grant is unknown and cannot be predicted with certainty.

14.Employee Data Privacy. By receiving this Grant, you: (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Award and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.

15.Compliance with Section 409A. To the extent that the Company determines that the Awards are subject to Section 409A, these Terms and Conditions will be interpreted and administered in such a way as to comply with the applicable provisions of Section 409A to the maximum extent possible. In addition, if the Awards are subject to Section 409A and you must be treated as a “specified employee” within the meaning of Section 409A, any payments made on account of your separation from service for purposes of Section 409A will be made at the time specified above in these Terms and Conditions or, if later, on the date that is six months and one day following the date of your separation from service. To the extent that the Company determines that the Awards are subject to Section 409A and fail to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to amend, restructure, terminate or replace the Awards in order to cause the Awards to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.