
•	receive a portion of their annual retainer fee in the form of restricted stock units, which vest over one year and may be deferred into stock-equivalent units;


•	may choose to defer some or all of the remainder of their annual retainer fee into stock-equivalent units; and


•	do not receive a premium for their deferrals.

Employees and directors also choose when the deferrals will be paid out although no deferrals may be paid until after the separation from service of the employee or director.

Number of common shares to be issued for directors who elected common share payments subsequent to year-end

651,729

Number of stock-equivalent units outstanding in deferred compensation accounts

1,003,053

944,966

915,160

Stock options

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Terms of award

Our stock options generally:


•	vest over four years of continuous service and


•	must be exercised within 10 years of the grant-date.

The vesting and post-termination vesting terms for stock options granted in 2015, 2014 and 2013 were as follows:


•	vest ratably over four years;


•	vest or continue to vest in the event of death while employed or disability;


•	continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one year anniversary of the grant;


•	continue to vest for one year in the event of involuntary termination when the retirement criteria has not been met; and


•	stop vesting for all other situations including early retirement prior to age 62.

Restricted stock units

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Terms of award

Our restricted stock units granted in 2015, 2014 and 2013 generally:


•	vest ratably over four years;


•	immediately vest in the event of death while employed or disability;


•	continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one year anniversary of the grant;


•	continue vesting for one year in the event of involuntary termination when the retirement has not been met; and


•	will be forfeited upon termination of employment in all other situations including early retirement prior to age 62.

Weighted average grant-date fair value

$ 35.41

$ 30.14

$ 30.54

Total grant-date fair value vested

$ 14

$ 16

$ 14

Performance share units

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Terms of award

The final number of shares awarded will range from 0 percent to 150 percent of each grant’s target, depending upon actual company performance.

For shares granted in 2015 the ultimate number of performance share units earned is based on two measures:


•	our relative total shareholder return (TSR) ranking measured against the S&P 500 over a three year period and


•	our relative TSR ranking measured against an industry peer group of companies over a three year period.

The vesting provisions for performance share units granted in 2015 were as follows:


•	vest 100 percent on the third anniversary of the grant date as long as the individual remains employed by the company;


•	fully vest in the event the participant dies or becomes disabled while employed;


•	continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one year anniversary of the grant;


•	continue vesting for one year in the event of involuntary termination when the retirement criteria has not been met and the employee has met the second anniversary of the grant date; and


•	will be forfeited upon termination of employment in all other situations including early retirement prior to age 62.

For shares granted in 2014 and 2013 the ultimate number of performance share units earned is based on two measures:


•	Weyerhaeuser’s cash flow during the first year determined the initial number of units earned and


•	Weyerhaeuser’s relative total shareholder return (TSR) ranking in the S&P 500 during the first two years is used to adjust the initial number of units earned up or down by 20 percent.

At the end of the two-year performance period and over a further two-year vesting period, performance share units would be paid in shares of our stock. Performance share units granted and that are earned vest as follows:


•	vest 50 percent, 25 percent and 25 percent on the second, third and fourth anniversaries of the grant-date, respectively, as long as the individual remains employed by the company;


•	fully vest in the event the participant dies or becomes disabled while employed;


•	continue to vest upon retirement at an age of at least 62, but a portion of the grant is forfeited if retirement occurs before the one year anniversary of the grant;


•	continue vesting for one year in the event of involuntary termination when the retirement has not been met; and


•	will be forfeited upon termination of employment in all other situations including early retirement prior to age 62.

Weighted average grant-date fair value

$ 34.75

$ 30.62

$ 31.59

Total grant-date fair value vested

$ 9

$ 7

$ 5

Performance share units | Minimum

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Final number of shares awarded of each grant's target

0.00%

Performance share units | Maximum

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Final number of shares awarded of each grant's target

150.00%

Total shareholder return ranking in the S&P 500 during the first two years is used to adjust the initial number of units earned up or down

20.00%

Stock appreciation rights

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Terms of award

Stock appreciation rights are similar to stock options. Employees benefit when the market price of our stock is higher on the exercise date than it was on the date the stock appreciation rights were granted. The differences are that the employee: