-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MpLTsw1aA5KY+iFaexRnPyCtAYeBtq7SMmvwTner575lZrExP0YsZ73k8pxdYyce 3lGX/DngxxOrSKV7i8FdSA== 0001144204-08-069633.txt : 20081216 0001144204-08-069633.hdr.sgml : 20081216 20081216151904 ACCESSION NUMBER: 0001144204-08-069633 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081212 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081216 DATE AS OF CHANGE: 20081216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEYERHAEUSER CO CENTRAL INDEX KEY: 0000106535 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 910470860 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04825 FILM NUMBER: 081252229 BUSINESS ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 BUSINESS PHONE: 2539242345 MAIL ADDRESS: STREET 1: 33663 WEYERHAEUSER WAY SOUTH CITY: FEDERAL WAY STATE: WA ZIP: 98003 8-K 1 v134946_8-k.htm CURRENT REPORT v134946_8-k.htm
 
 
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 12, 2008
(Date of earliest event report)


WEYERHAEUSER COMPANY
(Exact name of registrant as specified in charter)

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


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





 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549

 
 
The Compensation Committee of the Company’s Board of Directors has amended and restated the Company’s Deferred Compensation Plan, 2004 Long-Term Incentive Plan and Salaried Employees Supplemental Retirement Plan, which are plans in which the Company’s executive officers participate.  The amendments, which are effective January 1, 2009, are intended to comply with the requirements of the Internal Revenue Service relating to deferred compensation as set out in Section 409A promulgated under the American Jobs Creation Act of 2004.  The amended and restated Deferred Compensation Plan, 2004 Long-Term Incentive Plan and Salaried Employees Supplemental Retirement Plan are attached as exhibits.
 

(d)           Exhibits
 
10.1           The Company’s Deferred Compensation Plan as amended and restated
 
10.2           The Company’s 2004 Long-Term Incentive Plan as amended and restated
 
 
The Company’s Salaried Employees Supplemental Retirement Plan as amended and restated
 
 
 

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  
       
Date:  December 16, 2008
By:
/s/ Jeanne Hillman  
  Its: Vice President and Chief Accounting Officer  
       
       
       
 

 EX-10.1 2 ex10-1.htm DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED ex10-1.htm
 
EXHIBIT 10.1
 
Fee Deferral Plan for Directors
of
Weyerhaeuser Company

Amended and Restated Effective January 1, 2009
 
1.  
Name and Purpose.  The name of this plan is the “Fee Deferral Plan for Directors of Weyerhaeuser Company” (the “Plan”).  Its purpose is to provide non-employee Directors of the Company with increased flexibility in timing the receipt of Fees earned as a Director and to assist the Company in attracting and retaining qualified individuals to serve as Directors.
 
2.  
Definitions.  Whenever used in the Plan, the following terms shall have the meanings set forth below:
 
(a)  
“2004 Plan” has the meaning set forth in Paragraph 10.
 
(b)  
“Board” means the Board of Directors of the Company, provided that no member of the Board shall participate in or cast a vote with respect to any matter which specifically relates to that individual, as opposed to relating to the Directors as a group. The Compensation Committee of the Board (“Committee”) makes recommendations to the Board, when appropriate, with respect to matters arising under the Plan.
 
(c)  
“Common Shares” means the shares of common stock, $1.25 par value, of the Company.
 
(d)  
“Company” means Weyerhaeuser Company.
 
(e)  
“Deferral Period” means that period of time from the end of the date on which Fees would have been paid but for deferral under the Plan until the time when such Fees are paid.
 
(f)  
“Deferred Fees” means that part of any Fees that has been deferred pursuant to the Plan, together with any earnings or other appreciation thereon. All Deferred Fees (including Designated Stock Equivalents) are subject to the restrictions on transfer set forth in Subparagraph 7(d).
 
(g)  
“Designated Stock Equivalents” has the meaning set forth in Subparagraph 4(d).
 
(h)  
“Director” for purposes of the Plan means a person serving on the Board who is not an Employee of the Company or any of its subsidiaries.
 
(i)  
“Effective Date” has the meaning set forth in Paragraph 10.
 
(j)  
“Employee” means a person who is classified by the Company as actively employed by the Company and who is compensated on a salaried basis as reflected on the Company's or any of its subsidiaries' payroll records.
 
(k)  
“Event” as used in Subparagraphs 4(b) and 4(c) means an occurrence the date or dates of which are acceptable to the Board and objectively determinable at the time an amount is deferred under the Plan in accordance with Section 409A.  This includes, but is not limited to, a Separation from Service, the designation of a calendar year or years, or when a Director reaches a specified age.
 
 
 
- 1 - -
 
 
 
(l)  
“Fees” mean the fees payable to a Director by the Company as an annual “retainer” upon his or her election or reelection to the Board, fees payable for attending meetings and fees payable for extended travel at the request of the Board or a Committee of the Board, but not including any reimbursement for expenses.
 
(m)  
“Interest Rate Deferral” has the meaning set forth in Subparagraph 4(b)(i).
 
(n)  
“Plan Year” means the Year in which the Fees are earned.
 
(o)  
“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder.
 
(p)  
“Separation from Service” means the failure to be reelected to, or the resignation or retirement from, the Board as a Director for any reason within the meaning of Section 409A.
 
(q)  
“Specified Employee” means a Director who, as of the date of the Director's Separation from Service for any reason, is a key employee of Weyerhaeuser Company.  The Director is a key employee if the Director meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the twelve-month period ending on a Specified Employee identification date.  If the Director is a key employee as of December 31, the Director shall be treated as a Specified Employee for the entire twelve-month period beginning on the next following April 1.
 
(r)  
“Stock Equivalent” means a deferred unit of account which is equivalent in value to one Common Share of the Company.
 
(s)  
“Stock Equivalent Deferral” has the meaning set forth in Subparagraph 4(b)(ii).
 
(t)  
“Trading Day” means a day that the New York Stock Exchange is open for business.
 
(u)  
“Year” means the 52- or 53-week period used by the Company as its fiscal year.
 
3.  
Participation in the Plan.  Any individual who is a Director may participate in the Plan.
 
4.  
Payment or Deferral of Fees.  Payment of Fees shall be made as follows:
 
(a)  
Immediate Payment.  Except as otherwise provided in subparagraphs (b) and (d) below, payment of Fees to a Director shall be made in cash and in full as soon as practicable following the time when the Fees are earned; provided that the annual “retainer” is deemed earned immediately following the Company's annual meeting of shareholders or other shareholder meeting at which Directors are elected, or in the case of newly appointed Directors immediately following such appointment.
 
(b)  
Deferred Fees.  Except as provided in subparagraph (d) below for Designated Stock Equivalents, a Director may elect to defer receipt of a percentage of all of his or her Fees earned in any Plan Year.  The procedure for election is set forth in subparagraph (c) below.  Two forms of Deferred Fees are provided for.
 
 
 
- 2 - -
 
 
(i)  
“Interest Rate Deferral” - This form of deferral provides for the payment of the amount to be deferred with interest over a number of years selected by a Director, commencing with the year or an Event selected by the Director, provided that the last payment must be made not later than the earlier of (A) the twentieth Year following the Year of the Director's Separation from Service and (B) the year during which the Director's eightieth birthday occurs.  Details as to the amount and timing of payments are set forth in Paragraph 5.
 
(ii)  
“Stock Equivalent Deferral” - This form of deferral provides for the payment of the amount to be deferred, increased or decreased by reference to the market price and dividend history of Common Shares, over a number of years selected by a Director, commencing with the year or Event selected by the Director, provided that such year or Event must not be any earlier than the second calendar year after the year in which the election is made, and further provided that the last payment must be made not later than the earlier of (A) the twentieth Year following the Year of the Director's Separation from Service and (B) the year during which the Director's eightieth birthday occurs.  Details as to the amount and timing of payments are set forth in Paragraph 6.
 
(c)  
Election Procedure.  A Director shall notify the Committee in writing on or prior to the December 15 preceding each Plan Year of his or her election to defer the receipt of a percentage or all of any Fees to be earned starting in the Plan Year about to commence; provided, however, that a Director who is newly elected or appointed to the Board after the commencement of a Plan Year may notify the Committee of such deferral election up to 30 days after the effective date of his or her election or appointment (in which case such deferral election shall only be effective for the deferral of Fees payable for services performed after such deferral election).  Such deferral election shall state the percentage or percentages to be received as Deferred Fees under subparagraphs (b)(i) and (ii) above.  Any Fees or part thereof which the Director has not elected to defer shall be paid as provided in subparagraph (a) above.  Each notice to defer shall:
 
(i)  
State the percentage of the Fees to be deferred.
 
(ii)  
Designate the percentage of the total amount to be deferred which will be deferred as an Interest Rate Deferral and as a Stock Equivalent Deferral.
 
(iii)  
State the year or Event during which payments will commence and the number of years elected for payment.
 
An election to defer Fees is irrevocable.
 
(d)  
Fees Designated as Stock Equivalents. In the event that the Board designates that any Fee to be paid to a Director shall be paid in Stock Equivalents, then such fees (referred to herein as “Designated Stock Equivalents”) shall be treated as Stock Equivalents under the Plan.  With respect to Designated Stock Equivalents:
 
(i)  
a Director shall not make the election provided for in subparagraph (c) above, but shall elect a Year or Event (which must not be any earlier than the Year of the Director's Separation from Service) in which payments shall commence and the number of Years elected for payment;
 
 
 
- 3 - -
 
 
 
(ii)  
the election provided for in subparagraph (d)(i) above shall be made in writing on or prior to the December 15 preceding each Plan Year with respect to Designated Stock Equivalents to be earned in the following Year, if any, and shall be irrevocable; provided, however, that a Director who is newly elected or appointed to the Board after the commencement of a Plan Year may notify the Committee of such deferral election up to 30 days after the effective date of his or her election or appointment (in which case such deferral election shall only be effective for the deferral of Fees payable for services performed after such deferral election).  Should a Director fail to make such deferral election for any Plan Year, any Designated Stock Equivalents for such Plan Year shall be payable in a single lump sum payment following the Director's Separation from Service;
 
(iii)  
a Director shall be entitled to receive payments as provided in Subparagraph 6(c)(i), but shall not be entitled to the election provided in Subparagraph 6(c)(ii); and
 
(iv)  
the provisions of the Plan, including those relating to Deferred Fees, shall apply to Designated Stock Equivalents to the extent they are not inconsistent with this subparagraph (d).
 
5.  
Interest Rate Deferral.
 
(a)  
Accounts.  Any amount deferred under the Interest Rate Deferral option shall be credited to a Director's account as of the day it would otherwise have been paid in cash and shall thereafter accrue interest at a rate to be designated from time to time by the Board, with such interest to be compounded monthly.
 
(b)  
Payments.  A Director shall be entitled to receive cash payments with respect to Fees deferred under the Interest Rate Deferral option together with interest accrued to the date of payment in each Year of the applicable period as elected under Subparagraph 4(c); provided, however, that in the event payments commence based on a Director's Separation from Service, no payment shall be made earlier than six months after the date of such Separation from Service if the Director is then a Specified Employee, in which case any suspended payment shall occur on the earliest date permitted by this Subparagraph and Section 409A.  The amount of cash to be paid each Year with respect to the amount of Deferred Fees from any Plan Year shall be computed by multiplying a fraction, the numerator of which is one and the denominator of which is the number of years remaining in the applicable payment period for such Deferred Fees, by the remaining portion of such Deferred Fees plus accrued interest on such Deferred Fees (e.g., 1/10th is paid in the first year of a ten-year payment period; 1/9th of the remaining balance in the second year, 1/8th of the remaining balance in the third year, etc., over the ten years).
 
6.  
Stock Equivalent Deferral.
 
(a)  
Accounts.  The amount of Fees designated to be deferred in the form of Stock Equivalents shall be divided by the median price per share of Company stock for the last 11 Trading Days of January in the Plan Year during which it would otherwise have been paid in cash to determine the number of deferred Stock Equivalents or fractions thereof credited to a Director's account.  Any amount deferred under the Stock Equivalent Deferral option shall be credited to a Director's account promptly following the foregoing calculation.
 
 
 
- 4 - -
 
 
 
(b)  
Dividend Equivalents.  All such deferred Stock Equivalents shall be credited with an amount equivalent to each dividend declared on Common Shares.  The amount of such dividend equivalents shall be divided by the price per share of common stock of the Company on the payable date for such dividend to determine the number of additional deferred Stock Equivalents or fractions thereof to be credited to a Director's account.
 
(c)  
Payments.
 
(i)  
A Director shall be entitled to receive cash payments with respect to any Deferred Fees under the Stock Equivalent deferral option represented by Stock Equivalents credited to his or her account.  A payment shall be made in each Year of the period previously elected under Subparagraph 4(c) with respect to such Deferred Fees; provided, however, that in the event payments commence based on a Director's Separation from Service, no payment shall be made earlier than six months after the date of such Separation from Service if the Director is then a Specified Employee, in which case any suspended payment shall occur on the earliest date permitted by this Subparagraph and Section 409A.  The amount to be paid each Year shall be computed by multiplying a fraction, the numerator of which is one and the denominator of which is the number of years remaining in the elected payment period, by the remaining portion of Stock Equivalents credited to the Director's account, to determine the number of Stock Equivalents for which payment is to be made. The number of Stock Equivalents shall be multiplied by the median price per share of Common Shares for the last 11 Trading Days of January of the Year of payment.
 
(ii)  
As to Stock Equivalents credited to a Director's account deferred from any Plan Year (including increments thereto), notwithstanding any provision in this Subparagraph (c) to the contrary, at any time after the later of (A) the Director's fifty-second birthday or (B) six months after the Stock Equivalents were credited to the Director's account, the Director (or the Director's beneficiary in the event of the death of the Director) may irrevocably elect to establish and fix a firm price for Stock Equivalents currently credited to such portion of his or her account.  The firm price shall then be the price per share of the common stock of the Company as of any Trading Day concurrent with the delivery of such election to the Plan's recordkeeper if delivered before the close of the New York Stock Exchange, or at a price per share of the common stock of the Company on the next following Trading Day, if delivered after the close of the New York Stock Exchange.  Interest shall be earned from the date the last dividend equivalent was credited under subparagraph (b) above at the rate applicable from time to time under Subparagraph 5(a).  Such interest shall be compounded monthly.  Such election shall not accelerate actual payment under the Stock Equivalent deferral option.
 
 
 
- 5 - -
 
 
 
(d)  
Change in Common Shares.  Any change in the Common Shares, whether through merger, consolidation, recapitalization, stock split, stock dividend or other change in the Company's structure, shall be similarly reflected in the number of Stock Equivalents.
 
(e)  
Price per Share.  The term “price per share” shall refer to the closing price of the common stock of the Company on the New York Stock Exchange on the Trading Day in question.
 
7.  
General Provisions Related to Interest Rate Deferrals and Stock Equivalents Deferrals.
 
(a)  
Date of Payments.  Payments of deferred amounts shall be made annually prior to March 15 based on the election made by a Director.  All payments with respect to Interest Rate Deferrals shall be made in January of each Year.  All payments with respect to Stock Equivalents shall be made in February of each Year.  If payment is triggered by an Event and the Event occurs during the Year, payments shall begin in January or February, as applicable, of the following Year.
 
(b)  
Segregation of Funds.  The Company shall be under no obligation to segregate any Fees deferred during the Deferral Period.  Such unsegregated funds are subject to the claims of the Company's general creditors during the Deferral Period.
 
(c)  
Beneficiaries.  A Director may appoint a beneficiary or beneficiaries to receive payments to be made with respect to Deferred Fees, if any, after the Director's death.  In the absence of such appointment, all such amounts shall be paid to the Director's estate.  The appointment shall be made on a form to be supplied by the Committee and may be revoked or superseded at any time.
 
(d)  
Restrictions on Deferred Fees.  No Director's interest in any Deferred Fees account is assignable, either by voluntary or involuntary assignment or by operation of law.  No part of any Deferred Fees, regardless of the form thereof, may be paid over, loaned, sold, assigned, transferred, discounted, pledged as collateral for a loan or in any other way encumbered until the end of the Deferral Period with respect to such Deferred Fees.
 
8.  
Administration and Amendment of the Plan.
 
(a)  
Powers of the Committee.  Full power and authority to construe and interpret the Plan shall be vested in the Committee as, from time to time, constituted by the Board.  Decisions hereunder by the Committee shall be final, conclusive and binding on all parties, including each Director and the Company.
 
(b)  
Expenses of the Plan.  The expenses of administering the Plan shall be borne by the Company.
 
(c)  
Amendment and Termination.  The Board in its sole discretion may (i) amend, suspend or terminate the Plan and (ii) supplement or replace the Plan with other Deferred Fees plans; provided that no amendment, supplement or replacement providing for the payment of Fees in the form of stock of the Company shall be effective unless approved by the shareholders of the Company.
 
 
 
- 6 - -
 
 
 
(d)  
Directors' Rights.  No amendment, suspension or termination of the Plan shall affect any deferral already made, and in the event of any such change, any Deferred Fees credited to a Director's account shall be paid as provided herein.  No Director shall have any right or interest in the Plan or its continuance or in his or her continued participation in the Plan, other than in the Deferred Fees credited to his or her account.  The existence of the Plan does not extend to any Director a right to continued Director status with the Company, and each Director is deemed to have agreed to the terms herein.
 
9.  
Notice to the Plan Recordkeeper.  Any notice required to be furnished by a Director to the Plan recordkeeper shall be deemed to be provided if sent via fax or first class mail, in accordance with information and instructions communicated by the Plan recordkeeper to the Directors from time to time.
 
10.  
Effective Date.  The Plan was originally effective December 8, 1981, permitting deferrals with respect to Fees to be earned in the Plan Year 1982.  The Plan was subsequently amended and restated as of December 7, 1994, April 16, 1996, June 12, 2003 and October 6, 2004.  The Plan is now amended and restated effective January 1, 2009 (the “Effective Date”).  This most recent restatement applies only to Fees earned and vested after the Effective Date and to Directors serving thereafter.  All Fees subject to deferral that were earned and vested prior to 2005 shall continue to be subject to the terms and conditions of the Plan as in effect on December 31, 2004 or any earlier date, as applicable (“2004 Plan”).  All Fees subject to deferral that were earned or vested between January 1, 2005 and December 31, 2008 shall be subject to the terms and conditions of this most recent restatement, as modified by the operation of the Plan in accordance with transition and other official guidance issued pursuant to Section 409A.  No amendment to the Plan on and after the Effective Date is intended to, nor shall it be deemed to, apply to the terms and conditions of the 2004 Plan or any earlier date unless expressly provided by the terms of such amendment.
 
11.  
No Acceleration.  The acceleration of the time or schedule of any payment due under the Plan is generally prohibited.  The Board may, however, accelerate certain distributions under the Plan to the extent permitted under Section 409A.
 
12.  
Miscellaneous.
 
 
(a)
Rights Unsecured.  The rights of a Director or his or her beneficiary to receive a payment hereunder shall be an unsecured claim against the general assets of the Company, and neither the Director nor his or her beneficiary shall have any rights in or against any amount credited to his or her account or any other specific assets of the Company.  The Plan at all times shall be considered entirely unfunded for tax purposes.  Any funds set aside by the Company for the purpose of meeting its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of the Company and shall be available to the Company's general creditors in the event of the Company's bankruptcy or insolvency.  The Company's obligation under the Plan shall be that of an unfunded and unsecured promise to pay benefits in the future.  The Plan shall not be subject to any mistake of fact claim.
 
 
 
- 7 - -
 
 
 
 
(b)
Taxes.  The Company or any other payer may withhold from a benefit payment under the Plan or from any other compensation payable by the Company to the Director any federal, state or local taxes required by law to be withheld with respect to a deferral, payment or accrual under the Plan, and shall report such payments and other Plan-related information to the appropriate governmental agencies as required under applicable law.
 
 
(c)
No Guaranty of Tax Consequences.  None of the Company, the Committee or any other person guaranties that any particular federal or state income, payroll, personal property or other tax consequence shall occur because of participation in the Plan.  A Director should consult with professional tax advisors regarding all questions relative to the tax consequences arising from participation in the Plan.
 
 
(d)
Successors and Assigns.  The terms and conditions of the Plan, as amended and in effect from time to time, shall be binding on the Company's successors and assigns, including, without limitation, any entity into which the Company may be merged or with which the Company may be consolidated.
 
 
(e)
Applicable Law and Venue.  The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to the choice or conflicts of law provisions thereof.  The Company intends that the Plan constitutes, and shall be construed and administered as, an unfunded plan of deferred compensation.  In addition, the Plan is intended to comply with the requirements of Section 409A, including any official guidance issued thereunder.  Notwithstanding any other provision, the Plan shall be interpreted, operated and administered in a manner consistent with this intention to the extent the Board deems necessary to comply with such requirements Section 409A and to avoid the imposition of any additional tax thereunder.  This current restatement shall be deemed to be amended, and any deferrals and distributions hereunder shall be deemed to be modified, to the extent necessary to comply with such  requirements of Section 409A.  If the Company or any Director or beneficiary initiates litigation related to the Plan, the venue for such action shall be King County, Washington.
 

 
*   *   *   *
 
 
IN WITNESS WHEREOF, the Company has caused this instrument to be executed on the __________________ day of ________________________, 2008.
 
 
Weyerhaeuser Company
 
 
By:  ___________________________________
Its:  ___________________________________
 
 
 
- 8 - -
EX-10.2 3 ex10-2.htm 2004 LONG-TERM INCENTIVE PLAN AS AMENDED AND RESTATED ex10-2.htm
 
EXHIBIT 10.2

WEYERHAEUSER COMPANY
2004 LONG-TERM
INCENTIVE PLAN
(As Amended and Restated Effective January 1, 2009)


 
 
 

WEYERHAEUSER COMPANY
2004 LONG-TERM INCENTIVE PLAN
(As Amended and Restated Effective January 1, 2009)

SECTION 1.
PURPOSE AND ESTABLISHMENT
3
1.1
PURPOSE
3
1.2
REPLACEMENT PLAN
3
     
SECTION 2.
DEFINITIONS
3
     
SECTION 3.
ADMINISTRATION
7
3.1
ADMINISTRATION OF THE PLAN
7
3.2
ADMINISTRATION AND INTERPRETATION BY COMMITTEE
7
     
SECTION 4.
SHARES SUBJECT TO THE PLAN
7
4.1
AUTHORIZED NUMBER OF SHARES
7
4.2
SHARE USAGE
8
4.3
LIMITATIONS
8
     
SECTION 5.
ELIGIBILITY
8
     
SECTION 6.
AWARDS
8
6.1
FORM AND GRANT OF AWARDS
8
6.2
EVIDENCE OF AWARDS
8
     
SECTION 7.
OPTIONS
9
7.1
GRANT OF OPTIONS
9
7.2
OPTION EXERCISE PRICE
9
7.3
TERMS OF OPTIONS
9
7.4
EXERCISE OF OPTIONS
9
7.5
PAYMENT OF EXERCISE PRICE
9
7.6
POST-TERMINATION EXERCISE
9
7.7
INCENTIVE STOCK OPTIONS
9
     
SECTION 8.
STOCK APPRECIATION RIGHTS
10
8.1
GRANT OF STOCK APPRECIATION RIGHTS
10
8.2
PAYMENT OF SAR AMOUNT
10
     
SECTION 9.
RESTRICTED STOCK AND STOCK UNITS
10
9.1
GRANT OF RESTRICTED STOCK AND STOCK UNITS
10
9.2
ISSUANCE OF SHARES
10
9.3
DIVIDENDS AND DISTRIBUTIONS
10
     
SECTION 10.
PERFORMANCE SHARES AND PERFORMANCE UNITS
10
10.1
GRANT OF PERFORMANCE SHARES
10
10.2
GRANT OF PERFORMANCE UNITS
10
     
SECTION 11.
PERFORMANCE CRITERIA
11
11.1
AWARDS SUBJECT TO PERFORMANCE GOALS
11
11.2
USE AND CALCULATION OF PERFORMANCE CRITERIA
11
     
SECTION 12.
OTHER STOCK OR CASH BASED AWARDS
11
 
 

 
- i - -
 



SECTION 13.
WITHHOLDING
11
     
SECTION 14.
ASSIGNABILITY
11
     
SECTION 15.
AMENDMENT AND TERMINATION
11
15.1
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
11
15.2
TERM OF THE PLAN
11
15.3
CONSENT OF PARTICIPANT
11
     
SECTION 16.
GENERAL
12
16.1
NO INDIVIDUAL RIGHTS
12
16.2
ISSUANCE OF SHARES
12
16.3
NO RIGHTS AS A SHAREHOLDER
12
16.4
COMPLIANCE WITH LAWS AND REGULATIONS
12
16.5
PARTICIPANTS IN OTHER COUNTRIES
12
16.6
NO TRUST OR FUND
12
16.7
SUCCESSORS
13
16.8
SEVERABILITY
13
16.9
CHOICE OF LAW
13
16.10
TREATMENT OF AWARDS FOLLOWING A CHANGE IN CONTROL
13
     
SECTION 17.
EFFECTIVE DATE
13



 
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WEYERHAEUSER COMPANY
2004 LONG-TERM INCENTIVE PLAN
(As Amended And Restated Effective January 1, 2009)
 
SECTION 1.  PURPOSE AND ESTABLISHMENT
 
1.1           Purpose
The purposes of this 2004 Long-Term Incentive Plan (the “Plan”) is to promote the interests of Weyerhaeuser Company (the “Company”) and its shareholders by attracting, retaining and motivating employees, officers and directors key to the growth and success of the Company by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company’s shareholders.
 
1.2           Replacement Plan
This Plan will replace the Company’s 1998 Long-Term Incentive Compensation Plan and 1992 Long-Term Incentive Compensation Plan (collectively, the “Prior Plans”).  No further grants may be made under the Prior Plans on or after the date the Plan is approved by shareholders of the Company.  Shares of Common Stock reserved for issuance under the 1998 Plan in excess of the number of shares as to which awards have been made as April 12, 2003, will no longer be available for issuance on or after the date of shareholder approval of the Plan.
 
SECTION 2.  DEFINITIONS
 
As used in the Plan, the following definitions apply to the terms indicated below:
 
 
2.1           “Award” means any Option, Stock Appreciation Right, Restricted Stock, Stock Unit, Performance Share, Performance Unit, dividend equivalent, cash-based award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time.
 
 
2.2           “Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 promulgated under the Exchange Act.
 
 
2.3           “Board” means the Board of Directors of the Company.
 
 
2.4           “Change in Control” or “CIC” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:
 
 
(a)           Any Person, but excluding the Company and any subsidiary of the Company and any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company (collectively, “Excluded Persons”), directly or indirectly, becomes the Beneficial Owner of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities with respect to the election of directors of the Company and such ownership continues for at least a period of 30 days (with the end of such period being deemed the effective date of the CIC); or
 

 
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(b)           During any 24-consecutive month period, the individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority of the Board, provided, however, that except as set forth in the following sentence, an individual who becomes a member of the Board subsequent to the beginning of the 24-month period shall be deemed to have satisfied such 24-month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such period) or by prior operation of the provisions of this Section 2.4(b).  Notwithstanding the proviso set forth in the preceding sentence, if any such individual initially assumes office as a result of or in connection with either an actual or threatened solicitation with respect to the election of directors (as such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, then such individual shall not be considered an Incumbent Director.  For purposes of this Section 2.4(b), if at any time individuals who initially assumed office as a result of or in connection with an arrangement or understanding between the Company and any Person (an “Entity Designee”) constitute at least one-half of the Board, none of such Entity Designees shall be considered Incumbent Directors from that time forward; or
 
 
(c)           There is consummated:
 
 
(i) a plan of complete liquidation of the Company; or
 
 
(ii) a sale or disposition of all or substantially all the Company’s assets in one or a series of related transactions; or
 
 
(iii) a merger, consolidation, or reorganization of the Company or the acquisition of outstanding Common Stock and as a result of or in connection with such transaction (A) 35% or more of the outstanding Common Stock or the voting securities of the Company outstanding immediately prior thereto or the outstanding shares of common stock or the combined voting power of the outstanding voting securities of the surviving entity are owned, directly or indirectly, by any other corporation or Person other than (x) an Excluded Person or (y) a Person who is, or if such Person beneficially owned 5% or more of the outstanding Common Stock would be, eligible to report such Person’s beneficial ownership on Schedule 13G pursuant to the rules under Section 13(d) of the Exchange Act or (z) a Person that has entered into an agreement with the Company pursuant to which such Person has agreed not to acquire additional voting securities of the Company (other than pursuant to the terms of such agreement), solicit proxies with respect to the Company’s voting securities or otherwise participate in any contest relating to the election of directors of the Company, or take other actions that could result in a Change in Control of the Company; provided that this exclusion shall apply only so long as such agreement shall remain in effect, or (B) the voting securities of the Company outstanding immediately prior thereto do not immediately after such transaction continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.
 

 
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2.5           “Change in Control Price” means, with respect to a share of Common Stock, the higher of (i) the highest reported sales price, regular way, of such share of Common Stock in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed during the 60-day period prior to and including the date of the Change in Control or (ii) if the Change in Control is the result of a tender or exchange offer or a merger, reorganization or consolidation or sale or other disposition of all or substantially all of the assets of the Company, the highest price per such share of Common Stock paid in such transaction; provided, however, that in the case of Incentive Stock Options and Stock Appreciation Rights relating to Incentive Stock Options, the Change in Control Price shall be the Fair Market Value of such share of Common Stock on the date such Incentive Stock Option or Stock Appreciation Right is exercised or deemed exercised pursuant to Section 16.10(b).  To the extent the consideration paid in any such transaction described above consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the sole discretion of the Board.
 
 
2.6           “Code” means the Internal Revenue Code of 1986, as amended from time to time.
 
 
2.7           “Committee” has the meaning set forth in Section 3.1.
 
 
2.8           “Common Stock” means the common stock, par value $1.25 per share, of the Company.
 
 
2.9           “Company” means Weyerhaeuser Company, a Washington corporation.
 
 
2.10           “Covered Employee” means a “covered employee” as that term is defined in Section 162(m) of the Code or any successor provision.
 
 
2.11           “Disability” means “Disability” as defined by the Committee or the Company’s vice president of human resources for purposes of the Plan or an Award, or in the instrument evidencing the Award, or in a written employment or services agreement.
 
 
2.12           “Effective Date” has the meaning set forth in Section 17.
 
 
2.13           “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
 
 
2.14           “Fair Market Value” means the average of the high and low per share trading prices (or the average of the opening and closing prices, or the closing price, if so determined by the Committee) for the Common Stock as reported on the consolidated transaction reporting system for New York Stock Exchange issues during regular session trading or such other source the Committee deems reliable for a single trading day or an average of trading days not to exceed 30 days from the Grant Date or other date on which the Fair Market Value is determined, at the Committee’s discretion.
 
 
2.15           “Grant Date” means the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date specified by the Committee, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.
 

 
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2.16           “Incentive Stock Option” means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined in Section 422 of the Code or any successor provision.
 
 
2.17           “Layoff” means “Layoff” as defined by the Committee or the Company’s vice president of human resources for purposes of the Plan or an Award or in the instrument evidencing the Award or in a written employment or services agreement.
 
 
2.18           “Non-qualified Stock Option” means an Option other than an Incentive Stock Option.
 
 
2.19           “Non-recurring Items” means non-recurring items deemed not reflective of the Company’s core operating performance, including, but not limited to, exogenous events, acquisitions, divestitures, changes in accounting principles or “extraordinary items” determined under generally accepted accounting principles.
 
 
2.20           “Option” means a right to purchase Common Stock granted under Section 7.
 
 
2.21           “Participant” means any eligible person as set forth in Section 5 to whom an Award is granted.
 
 
2.22           “Performance Criteria” has the meaning set forth in Section 11.1.
 
 
2.23           “Performance Share” has the meaning set forth in Section 10.1.
 
 
2.24           “Performance Unit” has the meaning set forth in Section 10.2.
 
 
2.25           “Person” means any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated organization or government or political subdivision thereof, and as used in Section 13(d) and 14(d) of the Exchange Act, including a “group” as defined in Section 13(d).
 
 
2.26           “Plan” means the Weyerhaeuser Company 2004 Long-Term Incentive Compensation Plan.
 
 
2.27           “Prior Plans” has the meaning set forth in Section 1.2.
 
 
2.28           “Related Company” means any entity that is directly or indirectly controlled by the Company.
 
 
2.29           “Restricted Stock” means an Award of shares of Common Stock granted under Section 9, the rights of ownership of which may be subject to restrictions prescribed by the Committee.
 
 
2.30           “Retirement” means “Retirement” as defined by the Committee or the Company’s vice president of human resources for purposes of the Plan or an Award or in the instrument evidencing the Award or in a written employment or services agreement.
 
 
2.31           “Securities Act” means the Securities Act of 1933, as amended from time to time.
 

 
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2.32           “Stock Appreciation Right” has the meaning set forth in Section 8.1.
 
 
2.33           “Stock Unit” means an Award granted under Section 9 denominated in units of Common Stock.
 
 
2.34           “Substitute Awards” means Awards granted or shares of Common Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or with which the Company combines.
 
 
2.35           “Termination of Service,” unless otherwise defined by the Committee or the Company’s vice president of human resources or in the instrument evidencing the Award or in a written employment or services agreement, means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability, Retirement, or Layoff.  Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s vice president of human resources or by the Committee with respect to officers subject to the reporting requirements of Section 16(a) of the Securities Act, and such determination shall be final.  Transfer of a Participant’s employment or service relationship between wholly owned subsidiaries of the Company, or between the Company and any wholly owned subsidiaries of the Company, shall not be considered a Termination of Service for purposes of an Award.  Unless the Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company.
 
 
SECTION 3.  ADMINISTRATION
 
3.1           Administration of the Plan
The Plan shall be administered by the Compensation Committee of the Board.  Notwithstanding the foregoing, the Board or the Compensation Committee may delegate responsibility for administering the Plan with respect to designated classes of eligible persons to different committees consisting of one or more members of the Board, subject to such limitations as the Board or the Compensation Committee deems appropriate, except with respect to benefits to non-employee directors and to officers subject to Section 16 of the Exchange Act or officers who are or may be Covered Employees.  Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time.  To the extent consistent with applicable law, the Board or the Compensation Committee may authorize one or more officers of the Company to grant Awards to designated classes of eligible persons, within limits specifically prescribed by the Board or the Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person subject to Section 16 of the Exchange Act.  All references in the Plan to the “Committee” shall be, as applicable, to the Compensation Committee, or any other committee or any officer to whom the Board or the Compensation Committee has delegated authority to administer the Plan.
 
3.2           Administration and Interpretation by Committee
Except for the terms and conditions explicitly set forth in the Plan, the Committee shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to (a) select the eligible persons as set forth in Section 5 to whom Awards may from time to time be granted under the Plan; (b) determine the type or types of Award to be granted to each Participant under the Plan; (c) determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (d) determine the terms and conditions of any Award granted under the Plan; (e) approve the forms of agreements for use under the Plan; (f) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (g) interpret and administer the Plan and any instrument or agreement entered into under the Plan; (h) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (i) delegate ministerial duties to such of the Company’s officers as it so determines; and (j) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.  Decisions of the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any shareholder and any eligible person.  A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.
 
SECTION 4.  SHARES SUBJECT TO THE PLAN
 
4.1           Authorized Number of Shares
(a)           Subject to adjustment from time to time as provided in this Section 4.1, the maximum number of shares of Common Stock available for issuance under the Plan shall be 17,000,000.
 
(b)           In the event a company acquired by the Company or with which the Company combines (“Acquisition Party”) has shares available for awards or grants under a pre-existing plan not adopted in contemplation of such acquisition or combination, to the extent determined by the Committee or the Board, a number of shares of Common Stock determined by applying the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the Acquisition Party to the number of shares available for grant under the terms of such pre-existing plan shall be available for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan; provided, that such Awards shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination; and provided, further, that such Awards shall be made only to individuals who were not employees or non-employee directors of the Company or a Related Company prior to such acquisition or combination.

 
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(c)           Shares available for issuance under the Plan shall be increased by any shares subject to outstanding awards under the Company’s Prior Plans on the date of shareholder approval of the Plan that cease to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in shares of Common Stock), up to an aggregate maximum of 1,939,181 shares, subject to adjustment from time to time as provided in this Section 4.1, which shares of Common Stock shall cease, as of such date, to be available for grant and issuance under the Prior Plans, but shall be available for issuance under the Plan.
 
(d)           In the event, at any time or from time to time, a stock dividend, stock split, reverse stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend or other change in the Company’s corporate or capital structure results in (i) the outstanding shares of Common Stock, or any securities exchanged therefore or received in their place, being exchanged for a different number or kind of securities of the Company or of any other company or (ii) new, different or additional securities of the Company or of any other company being received by the holders of shares of Common Stock, then the Committee shall make proportional adjustments in (A) the maximum number and kind of securities available for issuance under the Plan; (B) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2; (C) the maximum number and kind of securities that may be issued to an individual in any one calendar year as set forth in Section 4.3; (D) the maximum number and kind of securities that may be made subject to the different types of Awards available under the Plan; and (E) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor.
 
(e)           The determination by the Committee as to the terms of any of the foregoing adjustments shall be conclusive and binding.
 
(f)           Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards.
 
4.2           Share Usage
(a)           Shares of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant.  If any Award based on shares is settled for cash, or lapses, expires, terminates or is canceled prior to the issuance of shares thereunder, the shares subject to such Awards shall again be available for issuance under the Plan.  In the event that any Option or other Award granted hereunder is exercised through the tendering of shares (either actually or by attestation) or in the event that withholding tax liabilities arising from such Award are satisfied by the tendering of shares or by the withholding of shares by the Company, the number of shares of Common Stock issued net of the shares of Common Stock tendered or withheld shall be counted for purposes of determining the maximum number of shares of Common Stock available for issuance under the Plan.  In addition, Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan.  The number of shares available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares or credited as additional Restricted Stock, Stock Units, Performance Shares or Performance Units.  All shares issued under the Plan shall be authorized and unissued shares.
 
(b)           The Committee shall have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company.
 
(c)           Notwithstanding the foregoing, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall be 18,939,181, subject to adjustment as provided in Section 4.1(d); and provided, further, that for purposes of Section 4.3, any such shares shall be counted in accordance with the requirements of Section 162(m) of the Code.
 
4.3           Limitations
(a)           Subject to adjustment as provided in Section 4.1(d), no Participant shall be eligible to receive in any one calendar year (i) Options or Stock Appreciation Rights under the Plan relating to more than 500,000 shares of Common Stock or (ii) Restricted Stock, Stock Units, Performance Shares or Performance Units under the Plan aggregating more than 200,000 shares of Common Stock.
 
(b)           Subject to adjustment as provided in Section 4.1(d), the aggregate number of shares that may be issued pursuant to Awards granted under the Plan (other than Awards of Options or Stock Appreciation Rights) shall not exceed 3,400,000
 
(c)           Subject to adjustment as provided in Section 4.1(d), the aggregate number of shares that may be issued pursuant to Awards granted under the Plan (other than Awards of Options or Stock Appreciation Rights) that (i) are not (A) subject to restrictions based on the satisfaction of specified performance goals or (B) granted in lieu of the payment of performance-based cash incentive awards; or (ii) contain no restrictions or contain restrictions based solely on continuous employment or services for less than three years (except where Termination of Service occurs by reason of death, Retirement, Disability or Layoff) shall not exceed 5% of the authorized number of shares pursuant to Section 4.1(a).
 
SECTION 5.  ELIGIBILITY

An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Committee from time to time selects.  The above are “eligible persons.”
 
SECTION 6.  AWARDS
 
6.1           Form and Grant of Awards
The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan.  Such Awards may be granted either alone, in addition to or in tandem with any other type of Award.
 
6.2           Evidence of Awards
Awards granted under the Plan shall be evidenced by a written instrument that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent with the Plan.

 
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SECTION 7.  OPTIONS
 
7.1           Grant of Options
The Committee may grant Options designated as Incentive Stock Options or Non-qualified Stock Options.
 
7.2           Option Exercise Price
The exercise price for shares purchased under an Option shall be as determined by the Committee, but shall not be less than the Fair Market Value of the Common Stock for the Grant Date, except in the case of Substitute Awards.  In no event shall the Committee, without the prior approval of the Company’s shareholders, cancel any outstanding Option for the purpose of reissuing the Option to the Participant at a lower exercise price or reduce the exercise price of an outstanding Option.
 
7.3           Terms of Options
Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be as established for that Option by the Committee or, if not so established, shall be 10 years from the Grant Date.
 
7.4           Exercise of Options
 
(a)           The Committee shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee at any time.
 
(b)           To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery as directed by the Company to the Company or a brokerage firm designated or approved by the Company of a written stock option exercise agreement or notice, in a form and in accordance with procedures established by the Committee, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement, if any, and such representations and agreements as may be required by the Committee, accompanied by payment in full as described in Section 7.5.  An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Committee.
 
7.5           Payment of Exercise Price
The exercise price for shares purchased under an Option shall be paid in full as directed by the Company to the Company or a brokerage firm designated or approved by the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased.  Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Committee for that purchase, which forms may include: (a) check; (b) wire transfer; (c) tendering by attestation shares of Common Stock already owned by the Participant for at least six months (or any shorter period sufficient to avoid a charge to the Company’s earnings for financial reporting purposes) that on the day prior to the exercise date have a Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option; (d) to the extent permitted by applicable law, delivery of a properly executed exercise notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of sale or loan proceeds to pay the Option exercise price and any tax withholding obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or (e) such other consideration as the Committee may permit in its sole discretion, including, where permitted by law and the Committee, other Awards.  Notwithstanding the foregoing, if the Company becomes subject to new accounting rules applicable to equity-based compensation, and is required to or elects to expense the cost of Options pursuant to FAS 123 (or a successor or other standard), the Committee shall have the sole discretion to substitute, without receiving Participant permission, SARs paid only in stock for outstanding Options; provided, the terms of the substituted stock SARs are the same as the terms for the Options, the number of shares underlying the number of stock SARs equals the number of shares underlying the Options and the difference between the Fair Market Value of the underlying Shares and the Grant Price of the SARs is equivalent to the difference between the Fair Market Value of the underlying Shares and the Option Price of the Options.
 
7.6           Post-Termination Exercise
The Committee shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Committee at any time.
 
7.7           Incentive Stock Options
The terms of any Incentive Stock Options shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision, and any regulations promulgated thereunder.  Individuals who are not employees of the Company or one of its parent or subsidiary corporations (as such terms are defined for purposes of Section 422 of the Code) may not be granted Incentive Stock Options.  To the extent that the aggregate Fair Market Value of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year exceeds $100,000 or, if different, the maximum limitation in effect at the time of grant under the Code (the Fair Market Value being determined as of the Grant Date for the Option), such portion in excess of $100,000 shall be treated as Nonqualified Stock Options.

 
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SECTION 8.  STOCK APPRECIATION RIGHTS
 
8.1           Grant of Stock Appreciation Rights
The Committee may grant stock appreciation rights (“Stock Appreciation Rights” or “SARs”) to Participants at any time.  A SAR may be granted in tandem with an Option or alone (“freestanding”).  The grant price of a tandem SAR shall be equal to the exercise price of the related Option, and the grant price of a freestanding SAR shall be equal to the Fair Market Value of the Common Stock for the Grant.  A SAR may be exercised upon such terms and conditions and for the term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the term of a freestanding SAR shall be as established for that SAR by the Committee or, if not so established, shall be 10 years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable.
 
8.2           Payment of SAR Amount
Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: (a) the difference between the market price at which the shares of Common Stock are trading on the New York Stock Exchange as of the time of exercise over the grant price by (b) the number of shares with respect to which the SAR is exercised.  At the discretion of the Committee, the payment upon exercise of a SAR may be in cash, in shares of equivalent value, in some combination thereof or in any other manner approved by the Committee in its sole discretion.
 
SECTION 9.  RESTRICTED STOCK AND STOCK UNITS
 
9.1           Grant of Restricted Stock and Stock Units
The Committee may grant Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any (which may be based on continuous service with the Company or a Related Company or the achievement of any of the Performance Criteria set forth in Section 11.1), as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.
 
9.2           Issuance of Shares
Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions and restrictions of Restricted Stock or Stock Units, as determined by the Committee, and subject to the provisions of Section 13, (a) the shares of Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in cash, shares of Common Stock or a combination of cash and shares of Common Stock as the Committee shall determine in its sole discretion.  Any fractional shares subject to such Awards shall be paid to the Participant in cash.
 
9.3           Dividends and Distributions
Participants holding shares of Restricted Stock or Stock Units may, if the Committee so determines, be credited with dividends paid with respect to the underlying shares or dividend equivalents while they are so held in a manner determined by the Committee in its sole discretion.  The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate.  The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units.
 
SECTION 10.  PERFORMANCE SHARES AND PERFORMANCE UNITS
 
10.1           Grant of Performance Shares
The Committee may grant Awards of performance shares (“Performance Shares”) and designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares, the length of the performance period and the other terms and conditions of each such Award.  Each Award of Performance Shares shall, upon the attainment of performance goals and other terms and conditions specified by the Committee, entitle the Participant to a payment in the form established by the Committee.  The form of payment may be in cash, shares of Common Stock, Options, Share Appreciation Rights, Restricted Stock or other awards or any combination of cash, shares of Common Stock, Share Appreciation Rights, Restricted Stock or other awards.  Notwithstanding satisfaction of any performance goals, the number of shares of Common Stock issued under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.  However, the Committee may not, in any event, increase the number of shares of Common Stock earned upon satisfaction of any performance goal by any Covered Employee.
 
10.2           Grant of Performance Units
The Committee may grant Awards of performance units (“Performance Units”) and designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award.  Performance Units shall entitle the Participant to a payment in cash upon the attainment of performance goals and other terms and conditions specified by the Committee.  Notwithstanding the satisfaction of any performance goals, the amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.  However, the Committee may not, in any event, increase the amount earned under Awards of Performance Units upon satisfaction of any performance goal by any Covered Employee, and the maximum amount earned by such Covered Employee in any calendar year may not exceed $5,000,000.  The Committee, in its discretion, may substitute actual shares of Common Stock for the cash payment otherwise required to be made to a Participant pursuant to a Performance Unit.

 
- 10 - -
 


 
SECTION 11.  PERFORMANCE CRITERIA
 
11.1           Awards Subject to Performance Goals
Awards of Restricted Stock, Stock Units, Performance Shares, Performance Units and other Awards made pursuant to the Plan may be made subject to the attainment of performance goals relating to one or more of the following business criteria within the meaning of Section 162(m) of the Code: profits (including, but not limited to, profit growth, net operating profit or economic profit); profit-related return ratios; return measures (including, but not limited to, return on assets, capital, equity or sales); cash flow (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital); earnings (including, but not limited to, earnings growth, net earnings, earnings per share, or earnings before or after taxes); net sales growth; net income (before or after taxes, interest, depreciation and/or amortization); gross or operating margins; productivity ratios; share price (including, but not limited to, growth measures and total shareholder return); expense targets; margins; cost reduction; cash value added; operating efficiency; customer satisfaction; and working capital targets (“Performance Criteria”).  Performance Criteria may be stated in absolute terms or relative to comparison companies or indices to be achieved during a period of time.
 
11.2           Use and Calculation of Performance Criteria
Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company.  Any Performance Criteria may include or exclude Non-recurring Items.  Performance Criteria shall be calculated in accordance with (a) the Company’s financial statements or generally accepted accounting principles, or (b) under a methodology established by the Committee prior to the issuance of an Award that is consistently applied and identified in the audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s annual report.  The Committee may not in any event increase the amount of compensation payable to a Covered Employee upon the satisfaction of any Performance Criteria.
 
SECTION 12.  OTHER STOCK OR CASH BASED AWARDS

In addition to the Awards described in Sections 7 through 10, and subject to the terms of the Plan, the Committee may grant other incentives payable in cash or in shares of Common Stock under the Plan as it determines to be in the best interests of the Company and subject to such other terms and conditions as it deems appropriate; provided, however, that the maximum amount that any Participant shall be eligible to receive in any one calendar year shall be $5,000,000.
 
SECTION 13.  WITHHOLDING

(a)           The Company may require the Participant to pay to the Company the amount of (i) any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (ii) any amounts due from the Participant to the Company or to any Related Company (“other obligations”).  The Company shall not be required to issue any shares of Common Stock under the Plan until such tax withholding obligations and other obligations are satisfied.
 
(b)           The Committee may permit or require a Participant to satisfy all or part of his or her tax withholding obligations and other obligations by (i) paying cash to the Company, (ii) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (iii) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations (up to the employer’s minimum required tax withholding rate if such a limitation is necessary to avoid a charge to the Company for financial reporting purposes), or (iv) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations (up to the employer’s minimum required tax withholding rate to the extent the Participant has owned the surrendered shares for less that six months if such a limitation is necessary to avoid a charge to the Company for financial reporting purposes).
 
SECTION 14.  ASSIGNABILITY

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by the Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except that to the extent permitted by the Committee, in its sole discretion, a Participant may designate one or more beneficiaries on a Company-approved form who may receive payment under an Award after the Participant’s death.  During a Participant’s lifetime, an Award may be exercised only by the Participant.
 
SECTION 15.  AMENDMENT AND TERMINATION
 
15.1           Amendment, Suspension or Termination of the Plan
The Board or the Compensation Committee of the Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, shareholder approval shall be required for any amendment to the Plan.
 
15.2           Term of the Plan
Unless sooner terminated as provided herein, the Plan shall terminate on April 13, 2013.  After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.  Notwithstanding the foregoing, no Incentive Stock Options may be granted more than 10 years after April 13, 2004.
 
15.3           Consent of Participant
The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any outstanding Award under the Plan.  Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.  Notwithstanding the foregoing, any adjustments made pursuant to Section 4.1 shall not be subject to these restrictions.

 
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SECTION 16.  GENERAL
 
16.1           No Individual Rights
(a)           No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan.
 
(b)           Nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right 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 a Participant’s employment or other relationship at any time, with or without cause.
 
16.2           Issuance of Shares
(a)           Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.
 
(b)           The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.  The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal, state and foreign securities laws.  The Company may also require such other action or agreement by the Participants as may from time to time be necessary to comply with applicable securities laws.
 
(c)           To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
 
16.3           No Rights as a Shareholder
Unless otherwise provided by the Committee or in the instrument evidencing the Award or in a written employment or services agreement, no Option or Award denominated in units shall entitle the Participant to any cash dividend, voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.
 
16.4           Compliance with Laws and Regulations
(a)           Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants.  Additionally, in interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code.
 
(b)           The Plan and Awards granted under the Plan are intended to be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise.  To the extent Code Section 409A is applicable to the Plan or any Award granted under the Plan, it is intended that the Plan and any Awards granted under the Plan comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A.  Notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, the Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with such intentions.

Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, with respect to any payments and benefits under the Plan or any Award granted under the Plan to which Code Section 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant's employment or service are intended to mean the Participant's "separation from service," within the meaning of Code Section 409A(a)(2)(A)(i).  In addition, if the Participant is a "specified employee," within the meaning of Code Section 409, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month period immediately following the Participant's "separation from service," within the meaning of Code Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant's death, the Participant's estate) in a lump sum on the first business day after the earlier of the date that is six months following the Participant's separation from service or the Participant's death.

Notwithstanding any other provision in the Plan, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Code Section 409A; provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to Awards granted under the Plan.
 
16.5           Participants in Other Countries
The Committee shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of other countries in which the Company or any Related Company may operate to ensure the viability of the benefits from Awards granted to Participants employed in such countries, to comply with applicable foreign laws and to meet the objectives of the Plan.
 
16.6           No Trust or Fund
The Plan is intended to constitute an “unfunded” plan.  Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

 
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16.7           Successors
All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.
 
16.8           Severability
If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
 
16.9           Choice of Law
The Plan, all Awards granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law.
 
16.10                      Treatment of Awards Following a Change in Control
(a)           Notwithstanding any other provision in the Plan to the contrary, upon the occurrence of a Change in Control, unless otherwise provided in the instrument evidencing the Award or in a written employment or other agreement between the Participant and the Company, or specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:
(i)           Any and all Options and Stock Appreciation Rights shall become fully vested and immediately exercisable, and shall remain exercisable throughout their entire term;
(ii)           Any restriction periods and restrictions imposed on Restricted Stock or Stock Unit Awards that are not performance-based shall lapse;
(iii)           The target pay out opportunities attainable under all outstanding Awards that are performance-based shall be deemed to have been fully earned for the entire performance period(s) and  restrictions shall lapse and such Awards shall be immediately settled or distributed;
(iv)           The restrictions and other conditions applicable to any other Stock Unit Awards or any other awards shall lapse, and such other Stock Unit Awards or such other awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant.

(b)           Notwithstanding any other provision of the Plan, during the 60-day period from and after a Change in Control (the “Exercise Period”), if the Committee shall determine at, or at any time after, the time of grant, a Participant holding an Option or Stock Appreciation Right shall have the right, whether or not the Option or Stock Appreciation Right is fully exercisable and in lieu of the payment of the purchase price for the shares of Common Stock being purchased under the Option or Stock Appreciation Right and by giving notices to the Company, to elect (within the Exercise Period) to surrender all or part of the Option or Stock Appreciation Right to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change in Control Price per share on the date of such election shall exceed the purchase price per share of Common Stock under the Option or Stock Appreciation Right (the “spread”) multiplied by the number of shares of Common Stock granted under the Option or Stock Appreciation Right as to which the right granted under this Section 16.10(b) shall have been exercised.
 
(c)           Notwithstanding anything in this Plan to the contrary, (i) any adjustments made pursuant to this Section 16.10 to Awards that are considered "deferred compensation" within the meaning of Code Section 409A shall be made in compliance with the requirements of Code Section 409A and (ii) any adjustments made pursuant to this Section 16.10 to Awards that are not considered "deferred compensation" subject to Code Section 409A shall be made in such a manner as to ensure that after such adjustment the Awards either (x) continue not to be subject to Code Section 409A or (y) comply with the requirements of Code Section 409A.
 
SECTION 17.  EFFECTIVE DATE

The Plan is amended and restated effective January 1, 2009 (the “Effective Date”).
 
 
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 EX-10.3 4 ex10-3.htm SALARIED EMPLOYEES SUPPLEMENTAL RETIREMENT PLAN AS AMENDED AND RESTATED ex10-3.htm
 
 
EXHIBIT 10.3
 

 
WEYERHAEUSER COMPANY
 
SALARIED EMPLOYEES
 
SUPPLEMENTAL RETIREMENT PLAN
 
As Amended and Restated Effective January 1, 2009
 
 
 
 
 
 
Table of Contents
 
Topic
  
Page
   
Article I:  DEFINITIONS
2
   
Article II: SERVICE
7
2.1
Years of Credited Service
7
2.2
Years of Vesting Service
7
   
Article III: ELIGIBILITY AND PARTICIPATION
8
3.1
Conditions to Becoming an SRP Participant
8
3.2
Prior Participants in MB Supplemental Plan
8
3.3
Continuation of SRP Participant Status
8
3.4
Individual Agreements
8
   
Article IV: PENSION BENEFITS
9
4.1
Earnings Based Pension Benefits
9
4.2
Special Rules for Certain Merged Plans
11
4.3
Benefit Calculations Not Involving Offset of Prior Accrued Benefits
14
4.4
Rules Against Cutback of Benefit Amounts
14
4.5
Normal Retirement Benefit
14
4.6
Early Retirement Benefit
15
4.7
Disability Retirement Benefit
16
4.8
Enhanced Vested Retirement Benefit
16
   
Article V: VESTING
16
   
Article VI: FORMS OF BENEFIT AND TIMING OF PAYMENTS
17
6.1
Benefit Payment Events
17
6.2
Form of Benefit
18
6.3
Applicable Interest Rate
19
   
Article VII: PRE-COMMENCEMENT DEATH BENEFITS
19
   
Article VIII: CODE LIMITATIONS DO NOT APPLY
19
   
Article IX: MISCELLANEOUS PROVISIONS
19
9.1
No Right to Continued Employment
19
9.2
Construction of Plan
19
9.3
No Assignment of Benefits
20
 
 
 
- i - -
 
 
 
9.4
Taxes
20
9.5
Participant's Cooperation
20
9.6
Successors and Assigns
20
9.7
Governing Law
20
9.8
Former Willamette SBP Provision Not Applicable After February 11, 2002
21
9.9
Compliance with Code Section 409A
21
   
Article X: ADMINISTRATION OF THE PLAN
21
10.1
Plan Administrator
21
10.2
Benefit Administrator
22
10.3
Claims and Appeal Procedure
22
   
Article XI: UNFUNDED PLAN
23
   
Article XII: AMENDMENT AND TERMINATION
23
 


 
- ii - -
 

WEYERHAEUSER COMPANY
 
SALARIED EMPLOYEES SUPPLEMENTAL RETIREMENT PLAN
 
As Amended and Restated Effective January 1, 2009
 
PURPOSE
 
This Weyerhaeuser Company Salaried Employees Supplemental Retirement Plan ("SRP" or the "Plan") is established as an unfunded pension plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA (and DOL Regulation Section 2520.104-23).  In particular, this Plan provides nonqualified retirement pension benefits which supplement the benefits provided under the Qualified Salaried Plan.
 
This Plan is hereby amended and restated effective January 1, 2009.  Unless otherwise stated, the provisions included in this restatement are effective for Separations from Service on or after January 1, 2009.  Separations from Service on and after January 1, 2005 and prior to January 1, 2009 shall be subject to the provisions of the Plan in place on December 31, 2004, as modified by the operations of the SRP in accordance with Code Section 409A and then applicable IRS guidance (including transition relief).
 
 
- 1 - -
 
 
 
Article I: Definitions
 
Capitalized terms in this Plan document which are not in italics shall have the respective meaning stated in this Article I.  Capitalized terms in italics shall have the meaning stated in Article I of the Qualified Salaried Plan, except that any reference to the "Plan" which is contained in any such definition shall be deemed to refer to this Plan, where the context so requires.
 
1.1
Adjusted Earnings
 
For any calendar year, an SRP Participant's "Adjusted Earnings" shall be equal to the annualized amount of his or her compensation that would have been recognized as Earnings if such Earnings were not subject to the Code Section 401(a)(17) limitations on includible compensation.  The five highest consecutive years of combined Adjusted Earnings that are taken into account under this Plan may be a different set of years than the five highest consecutive years taken into account for purposes of Final Average Monthly Earnings under the Qualified Salaried Plan. For an SRP Participant who, prior to January 1, 2003, was a member of the Willamette SBP, Adjusted Earnings under this Plan shall be based solely on any Adjusted Earnings payable to him or her on or after January 1, 2003.
 
1.2
Administrative Committee
 
"Administrative Committee" means Weyerhaeuser's Administrative Committee.
 
1.3
Appeals Administrator
 
"Appeals Administrator" means the committee charged with the duty of acting on behalf of this Plan as the administrator of appeals of denied claims. As of the Effective Date, the Appeals Administrator is the Compensation Committee.
 
1.4
Code
 
"Code" shall mean the Internal Revenue Code of 1986, as amended, including all regulations and other guidance promulgated thereunder.
 
1.5
Compensation Committee
 
"Compensation Committee" means the Compensation Committee of the Board of Directors of Weyerhaeuser, or any individual or group of individuals delegated discretionary or ministerial authority by the Compensation Committee with respect to this Plan, including but not limited to Weyerhaeuser's Administrative Committee.
 
 
- 2 - -
 
 
1.6
Disability or Disabled
 
"Disabled", or "Disability" and similar terms mean (or refer to) a medical condition in which an SRP 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.  Notwithstanding the foregoing, any such determination shall be made under guidelines no less restrictive than the minimum requirements found in Treasury Regulation Section 1.409A-3(i)(4).
 
1.7
Effective Date
 
The "Effective Date" of this restated Plan document shall be January 1, 2009, that being the date as of which the terms and conditions of this amended and restated Plan document are effective, except to the extent that a different effective date is expressly stated herein.
 
1.8
Employee
 
"Employee" means any person who is employed by an Employer as a common law employee determined from appropriate personnel records of the employing company, but excluding any such person who is reclassified as a common law employee by a court proceeding or governmental agency (through judgment, audit, settlement or otherwise).  Except to the extent specifically provided to the contrary in this Plan, the term "Employee" does not include a "leased employee" (within the meaning of Code Section 414(n)) or a nonresident alien with no U.S. source income.
 
1.9
Employer
 
"Employer" means, as of a date, Weyerhaeuser and all companies which, with Weyerhaeuser, are treated as a single company under Code Section 414(b), (c), (m) or (o) as of that date (or, depending on the context, any one of such companies).  Notwithstanding the foregoing, Employer shall mean Weyerhaeuser and all companies which, with Weyerhaeuser, are treated as a single company under Code Sections 414(b) and 414(c) but not 414(m) or 414(o) when used in the definition of Specified Employee and for determining whether an SRP Participant has had a Separation from Service.
 
1.10
Eligible Key Management Member
 
"Eligible Key Management Member" means an individual who was designated as a member of the key management group by the Chief Executive Officer of Weyerhaeuser as of September 1990, and whose letter of designation specifically outlines that he or she is eligible for benefits under the Unreduced At 60 provision of this Plan.
 
1.11
ERISA
 
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and all regulations and other guidance promulgated thereunder.
 
 
- 3 - -
 
 
1.12
Former Member of the Willamette SBP
 
"Former Member of the Willamette SBP" means an individual who, on December 31, 2002, was an "Active Member", "Inactive Member" or "Retired Member" of the Willamette SBP.
 
1.13
Former Participant in the Supplemental MB Plan
 
"Former Participant in the Supplemental MB Plan" means an individual who, on December 31, 2000, was an active participant in – or a terminated participant entitled to receive benefits from – the Supplemental MB Plan.
 
1.14
Individual Agreement
 
An "Individual Agreement" is an agreement between the Employer and an SRP Participant that provides supplemental benefits under this Plan in addition to or in place of those benefits provided pursuant to the terms and conditions of this Plan.  Individual Agreements are identified on Exhibit A hereto.
 
1.15
Plan
 
"Plan" means this Weyerhaeuser Company Salaried Employees Supplemental Retirement Plan, as originally adopted as of February 10, 1987, and as it may be amended from time to time.  Unless otherwise specified herein, the terms of this amended and restated Plan shall apply to the Target Accrued Benefit accrued on and after the Effective Date.
 
1.16
Plan Year
 
"Plan Year" means the calendar year.
 
1.17
Qualified MB Plan
 
"Qualified MB Plan" means the Retirement Plan for Salaried Employees of MacMillan Bloedel of America Inc. and Subsidiary, Associated and Affiliated Companies.  If and when there is a termination of the Qualified MB Plan, any reference to a benefit under the Qualified MB Plan shall mean the benefit earned under that plan prior to its termination, whether paid from the plan or from an annuity contract resulting from the plan termination.
 
1.18
Qualified Salaried Plan
 
"Qualified Salaried Plan" means the Weyerhaeuser Company Retirement Plan for Salaried Employees, restated as of January 1, 2005, and as it may be amended from time to time; provided, however, that for purposes of this Plan, amendments to the Qualified Salaried Plan will be recognized to the extent permitted by Code Section 409A and to the extent any such amendment increases benefits, adds a subsidized or ancillary benefit or removes subsidized or ancillary benefits under the Qualified Salaried Plan.
 
 
- 4 - -
 
 
1.19
Separation from Service
 
"Separation from Service" means the date on which an SRP Participant retires or otherwise has a termination of employment with the Employer in accordance with Treasury Regulation Section 1.409A-1(h)(1)(i).  For purposes of determining whether a Separation from Service has occurred, the applicable percentages for the tests under Code Sections 414(b) and (c) (and Code Section 1563(a), as applicable) as applied to determine the "service recipient" and/or the "employer" shall remain unchanged to the extent allowed in Treasury Regulation Section 1.409A-1(h)(3).
 
1.20
Specified Employee
 
"Specified Employee" means a "key employee" (as defined in Code Section 416(i) without regard to Code Section 416(i)(5)) of the Employer if any stock of the Employer is traded on an established securities market or otherwise.  For purposes of this Plan, an SRP Participant is a key employee if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on a "Specified Employee Identification Date."  If an SRP Participant is a key employee as of the Specified Employee Identification Date, he or she is treated as a Specified Employee for the 12-month period beginning on the "Specified Employee Effective Date."  The Administrative Committee may designate any date in a calendar year as the Specified Employee Identification Date provided that it uses the same date with respect to all arrangements, and any change to the date may not be effective for a period of 12 months.  If no date is so designated, the Specified Employee Identification Date is December 31.  The Administrative Committee may designate any date in a calendar year as the Specified Employee Effective Date provided that it uses the same date with respect to all arrangements, and any change to the date may not be effective for a period of 12 months.  If no date is designated, first day of the fourth month following the Specified Employee Identification Date is the Specified Employee Effective Date.
 
1.21
SRP Administrator
 
"SRP Administrator" means the Administrative Committee.
 
1.22
SRP Benefit Commencement Date
 
"SRP Benefit Commencement Date" means the date on which Supplemental Accrued Benefits become payable under this Plan in accordance with Section 6.1.
 
1.23
SRP Participant
 
"SRP Participant" means an individual who satisfies the eligibility requirements stated in Section 3.1.
 
 
- 5 - -
 
 
1.24
Supplemental Accrued Benefit
 
Subject to certain further rules and exceptions stated in Article IV of this Plan, "Supplemental Accrued Benefit" means, in general, the difference of (a) an SRP Participant's Target Accrued Benefit under this Plan, minus (b) his or her Accrued Benefit under the Qualified Salaried Plan, to the extent that an SRP Participant has a Vested benefit under this Plan.  For purposes of this calculation, the SRP Participant's Accrued Benefit under the Qualified Salaried Plan shall include all amounts awarded to any alternate payee(s).  The Supplemental Accrued Benefit is expressed as the monthly amount of a Single Life Annuity commencing as of the Normal Retirement Date.
 
1.25
Supplemental Benefit in the Normal Form
 
An SRP Participant's "Supplemental Benefit in the Normal Form" means the dollar amount of the monthly benefit that is payable as a Single Life Annuity to an SRP Participant from this Plan, commencing as of his or her SRP Benefit Commencement Date. The amount of the Supplemental Benefit in the Normal Form shall take account of all applicable rules stated in Article IV of this Plan, and in Article IV (or any Attachment) of the Qualified Salaried Plan, for determining any applicable adjustment based on an SRP Benefit Commencement Date that is either (a) prior to the Normal Retirement Date, or (b) later than April 1 following the year in which the SRP Participant attains age 70-1/2.
 
1.26
Supplemental MB Plan
 
"Supplemental MB Plan" means the MacMillan Bloedel Companies Supplemental Retirement Income Plan.
 
1.27
Target Accrued Benefit
 
"Target Accrued Benefit" means an SRP Participant's target level of overall monthly pension benefit described by the terms of Section 4.1 of this Plan.  The amount of the Target Accrued Benefit is expressed as the monthly amount of a Single Life Annuity commencing as of the Normal Retirement Date.
 
1.28
Unreduced At 60
 
The term "Unreduced At 60" means the provision of this Plan which provides that should the benefit under the Qualified Salaried Plan be reduced for Eligible Key Management Members because of early commencement of benefits after age 60, then an additional benefit equal to the amount that the benefit was reduced because of early commencement will be paid from this Plan.
 
1.29
Weyerhaeuser
 
"Weyerhaeuser" means Weyerhaeuser Company, which is the company that originally adopted this Plan and which continues to act as its sponsor.
 
 
- 6 - -
 
 
 
Article II: Service
 
2.1
Years of Credited Service
 
(a)           As Defined in the Qualified Salaried Plan
 
For purposes of determining the Target Accrued Benefit under this Plan, an SRP Participant shall be deemed to have accrued, as of a given date, the number of whole and fractional Years of Credited Service which are credited to him or her as of the same date under the Qualified Salaried Plan.
 
(b)           Willamette Benefit Credits
 
For an SRP Participant who, prior to January 1, 2003, was a member of the Willamette Salaried Plan and who, on or after January 1, 2003, has at least an Hour of Service as an SRP Participant, his or her whole and fractional Willamette Bridgeable Benefit Credits shall be credited as an equal number of whole and fractional Years of Credited Service for purposes of determining a Target Accrued Benefit under Article IV of this Plan. However, any Willamette Frozen Benefit Credits shall not be treated as Years of Credited Service hereunder; instead, the Target Accrued Benefit for such an SRP Participant with Willamette Frozen Benefit Credits shall be determined as described in Section 4.2(a)(i)(B) of this Plan.
 
(c)           MacMillan Bloedel Years of Benefit Credits
 
For an SRP Participant who, prior to January 1, 2001, had earned service for benefit accrual purposes under the Qualified MB Plan and who, on or after January 1, 2001, has at least an Hour of Service as a Participant in the Qualified Salaried Plan, his or her whole and fractional Years of Credited Service for purposes of this Plan shall be as stated in Section 4.3(b) of the Qualified Salaried Plan, and shall therefore be equal to the sum of such benefit accrual service earned under the Qualified MB Plan prior to January 1, 2001, plus Years of Credited Service earned on and after January 1, 2001 under the Qualified Salaried Plan.
 
2.2
Years of Vesting Service
 
For purposes of becoming 100% Vested under this Plan, an SRP Participant shall be deemed to have, as of a given date, the number of whole and fractional Years of Vesting Service which are credited to him or her as of the same date under the Qualified Salaried Plan. The provisions of Section 2.2(c)(ii) of the Qualified Salaried Plan, which provide for reciprocal vesting credit and other rules pertaining to vesting and forfeiture of service for any individual who was formerly a member of a qualified pension plan sponsored by Willamette Industries, Inc. shall likewise apply for purposes of determining Years of Vesting Service under this Plan.
 
 
- 7 - -
 
 
Article III: ELIGIBILITY AND PARTICIPATION
 
3.1
Conditions to Becoming an SRP Participant
 
An individual who satisfies both the first condition under subsection (a) below and the second condition under subsection (b) below shall be an SRP Participant under this Plan.
 
(a)           First Condition
 
An individual must be either (i) a Participant in the Qualified Salaried Plan, (ii) a Former Member of the Willamette SBP, or (iii) a Former Participant in the Supplemental MB Plan.
 
(b)           Second Condition
 
An individual satisfies this subsection if his or her Accrued Benefit under the Qualified Salaried Plan is limited by either the maximum benefit restrictions of Code Section 415 or the maximum includible Earnings restrictions of Code Section 401(a)(17).
 
3.2
Prior Participants in MB Supplemental Plan
 
If an individual had accrued a retirement income benefit under the Supplemental MB Plan on December 31, 2000, but did not become eligible to participate in this Plan under Section 3.1 above, the individual shall have a vested right under this Plan to receive a Target Accrued Benefit equal to the benefit accrued under the Supplemental MB Plan through December 31, 2000.
 
3.3
Continuation of SRP Participant Status
 
An individual who once becomes an SRP Participant under the terms of this Article III shall remain an SRP Participant until Separation from Service without regard to whether he or she is entitled to a benefit under this Plan at any given time, including but not limited to the effective date of Separation from Service.
 
3.4
Individual Agreements
 
The Company is authorized to establish Individual Agreements with certain SRP Participants in order to supplement the benefits, rights and features of such SRP Participants under this Plan.  Such an Individual Agreement shall be considered part of this Plan and is subject to the terms herein to the extent such terms do not conflict with the terms of the Individual Agreement.  To the extent the terms of the Individual Agreement conflict with the terms of this Plan, the terms of the Individual Agreement shall control.
 
 
- 8 - -
 
 
Article IV: PENSION BENEFITS
 
4.1
Earnings Based Pension Benefits
 
(a)Target Accrued Benefit
 
Subject to other applicable terms of Article IV of this Plan, for an individual with one or more Hours of Service on or after January 1, 2003 as an SRP Participant, the amount of his or her Target Accrued Benefit under this Plan shall be equal to the Accrued Benefit that would be determined under the provisions of Article IV of the Qualified Salaried Plan if the following modifications were made:
 
 
(i)
The maximum benefit limitations under Code Section 415 were eliminated; and
 
 
(ii)
The limit on includible Earnings under Code Section 401(a)(17) was eliminated.
 
The combined effect of clauses (i) through (iii) above, as applied, for example, to the pension formula of Section 4.1(a) of the Qualified Salaried Plan, is to calculate the Target Accrued Benefit under this Plan by substituting an SRP Participant's Adjusted Earnings instead of his or her Final Average Monthly Earnings wherever the Final Average Monthly Earnings would otherwise be taken into account under Article IV of the Qualified Salaried Plan.
 
(b)           Special Rules Regarding Past Service Benefits
 
 
(i)
Special Rule for Past Service Benefits Added to Accrued Benefit
 
For an SRP Participant who has a right under the Qualified Salaried Plan to receive any Past Service Benefit (as described in Notes F, G or H of Attachment 3 of such plan) which are payable as an additional benefit over and above the benefit determined under the Accrued Benefit pension formulas of Sections 4.1 through 4.5 of such plan, then the Supplemental Accrued Benefit under this Plan shall be equal to (a) the Target Accrued Benefit without taking into account any such Past Service Benefit that is additive in character, minus (b) the Accrued Benefit under Sections 4.1 through 4.5 of the Qualified Salaried Plan without taking into account any such Past Service Benefit which is additive in character.
 
Notwithstanding the foregoing, for an SRP Participant who is entitled to receive a Past Service Benefit consisting of a Cavenham Frozen Accrued Benefit (as described in Note H-2 of the Qualified Salaried Plan), the Supplemental Accrued Benefit under this Plan shall be equal to (a) the Target Accrued Benefit taking into account any such Cavenham Frozen Accrued Benefit, minus (b) the Accrued Benefit under Sections 4.1 through 4.5 of the Qualified Salaried Plan taking into account any such Cavenham Frozen Accrued Benefit.
 
 
 
- 9 - -
 
 
 
(ii)
Special Rule for Past Service Benefits Offset from Accrued Benefit
 
The terms and conditions of this subsection (ii) shall determine the Supplemental Accrued Benefit for an SRP Participant who is entitled to receive a Past Service Benefit under Section 4.3 of the Qualified Salaried Plan, which involves (A) imputed Years of Credited Service (for the period of service with a prior employer or prior plan), and (B) an offset from the Accrued Benefit under the Qualified Salaried Plan to take account of the benefit earned under the prior qualified plan.
 
In such a case, the Supplemental Accrued Benefit under this Plan shall be the difference of (A) and (B), as follows:
 
 
(A)
the Target Accrued Benefit under this Plan, which shall be based on all Years of Credited Service taken into account for calculation of the "Wrap-Around" benefit (as defined in Section 4.3(b)(ii)(A) of the Qualified Salaried Plan), minus
 
 
(B)
the sum of (1) the Accrued Benefit under the Qualified Salaried Plan and (2) the Benefit Under Prior Plan (as defined in Section 4.3(b)(ii)(B) of the Qualified Salaried Plan).
 
Provided, however, in the case of an SRP Participant with a prior benefit under the Qualified MB Plan, the terms of subsections (A) and (B) above shall not apply and, instead, the Supplemental Benefit in the Normal Form under this Plan shall be calculated by (a) determining the difference of the Target Accrued Benefit for all "Wrap Around" years (as defined above), minus the Qualified Salaried Plan benefit for all such "Wrap Around" years, and then (b) adjusting that difference to reflect any applicable early commencement factor under the terms of this Plan.
 
In addition, for all SRP Participants subject to this subsection (ii), including but not limited to individuals with a prior benefit under the MB Qualified Plan, the following comparison calculation shall apply instead in the event that it results in a greater benefit than the above provisions.  The comparison calculation is as follows.  The Supplemental Accrued Benefit under this Plan shall be the difference between (a) the Target Accrued Benefit based solely on Years of Credited Service with the Employer (without reference to any imputed service with the prior employer), minus (b) the Accrued Benefit based solely on those same Years of Credited Service with the Employer.  In that event, any applicable adjustment for benefit commencement prior to age 65 shall be based solely on the terms of this Plan.
 
 
- 10 - -
 
 
4.2
Special Rules for Certain Merged Plans
 
(a)           SRP Participants with Prior Willamette Accrued Benefits
 
This subsection (a) shall not apply to any individual who was not an active, inactive or retired member of the Willamette SBP as of December 31, 2002, which is the date the Willamette SBP was merged with and into this Plan.
 
 
(i)
Transition Rules for Willamette SBP Benefits
 
 
(A)
Willamette Bridgeable Accrued Benefits
 
For an SRP Participant with Willamette Bridgeable Benefit Credits and at least one Hour of Service as an Employee on or after January 1, 2003, the Supplemental Benefit in the Normal Form under this Plan shall be the difference between (i) the largest of the three adjusted Target Accrued Benefit amounts stated in subsections (1) through (3) below, minus (ii) the largest of the three adjusted benefit amounts determined under Section 4.1(c)(iii)(A) through (C) of the Qualified Salaried Plan. For purposes of clause (i) of the preceding sentence, the three alternatives are as follows:
 
 
(1)
A Target Accrued Benefit equal to the SRP Participant's Willamette Minimum Target Accrued Benefit (as defined in Section 4.2(b) of this Plan), with any applicable adjustment for an SRP Benefit Commencement Date prior to age 65 being determined according to the Early Retirement factors (or, if applicable, early Vested Benefit adjustment factors) of the Willamette Salaried Plan;
 
 
(2)
A Target Accrued Benefit equal to the SRP Participant's Willamette Minimum Target Accrued Benefit, with any applicable adjustment for an SRP Benefit Commencement Date prior to age 65 being determined according to the Early Retirement factors (or, if applicable, early Vested Benefit adjustment factors) of the Qualified Salaried Plan; or
 
 
 
- 11 - -
 
 
 
 
(3)
A Target Accrued Benefit equal to the SRP Participant's Target Accrued Benefit accrued through the date of SRP Participant's Separation from Service, under Section 4.1(a) of this Plan and the pension formula of Section 4.1(a) of the Qualified Salaried Plan, with any applicable adjustment for an SRP Benefit Commencement Date prior to age 65 being determined according to the Early Retirement factors (or, if applicable, early Vested Benefit adjustment factors) of the Qualified Salaried Plan.
 
(B)           Willamette Frozen Accrued Benefits
 
The provisions of this subsection (B) shall be applied under this Plan in like manner as stated in Section 4.1(c)(iv) of the Qualified Salaried Plan.  For an SRP Participant with Willamette Frozen Benefit Credits and at least one Hour of Service as an Employee on or after January 1, 2003, the Supplemental Accrued Benefit shall be equal to the sum of (1) and (2) as follows:
 
 
(1)
the difference of (a) the "Unrestricted Benefit" under the Willamette SBP that is based on his or her Willamette Frozen Benefit Credits, minus (b) the Willamette Frozen Accrued Benefit (ignoring any Past Service Benefits); plus
 
 
(2)
the difference of (a) the Target Accrued Benefit based on the formula of Section 4.1(a) of the Qualified Salaried Plan for any Years of Credited Service accrued on or after January 1, 2003, minus (b) the Accrued Benefit under the Qualified Salaried Plan for Years of Credited Service on or after January 1, 2003.
 
In such a case, the Supplemental Benefit in the Normal Form shall be determined in two parts, as follows. The portion of the Supplemental Accrued Benefit described in clause (1) above shall be adjusted for any applicable early commencement (as of the SRP Benefit Commencement Date), in accordance with the more favorable of the early commencement reduction factors under the Willamette Salaried Plan or the Qualified Salaried Plan, and the portion described in clause (2) shall be adjusted in accordance with the factors under the Qualified Salaried Plan.
 
 
 
- 12 - -
 
 
(b)           Willamette Minimum Target Accrued Benefit
 
For a Former Member of the Willamette SBP who was an active Employee on December 31, 2002, the Target Accrued Benefit under this Plan on or after January 1, 2003, shall not be less than the "Willamette Minimum Target Accrued Benefit", which means:
 
 
(i)
his or her "Unrestricted Benefit" as defined under Section 3.2 of the Willamette SBP as of December 31, 2002; or
 
 
(ii)
for a Former Member of the Willamette SBP who, as of December 31, 2002, was potentially eligible for the "Change-in-Control Benefit" under Section 7.4(e) of the Willamette SBP (after taking into account the terms of any written agreement that may be in force as of that date between the participant and his or her employer), the Willamette Minimum Target Accrued Benefit shall be the amount of such participant's Unrestricted Benefit determined according to the terms of said Section 7.4(e) as accrued through December 31, 2002 (but with additional imputed months of service and age in accordance with the terms of said Section 7.4(e)), but only if the participant Separates from Service prior to the applicable 24 or 36 months described in Section 7.4 of the Willamette SBP, other than for "Cause" (as defined in Section 7.4(e) of the Willamette SBP) as of a date that satisfies the conditions for such Change-In-Control Benefit.
 
No benefit that accrues under this Plan on or after January 1, 2003 shall be eligible to be taken into account when determining the Willamette Minimum Target Accrued Benefit under subsection (ii) above. Furthermore, where (ii) applies, in the case of an SRP Benefit Commencement Date prior to age 65, the additional 24 or 36 months of age (whichever is applicable) that are imputed under Section 7.4(e) shall be taken into account under Sections 4.2(a)(i)(A) and (B) of this Plan when determining the more favorable early reduction factor to apply to the Willamette Minimum Target Accrued Benefit as determined under either the Willamette Salaried Plan or the Qualified Salaried Plan.
 
(c)           Former Participants in the Supplemental MB Plan
 
Notwithstanding any other Plan provision, the Supplemental Accrued Benefit for a Former Participant in the Supplemental MB Plan shall in no case be less than the individual's accrued benefit (expressed as a Single Life Annuity commencing at age 65) under the Supplemental MB Plan on December 31, 2000.  For a Former Participant in the Supplemental MB Plan who terminated employment on or before December 31, 2000, his or her accrued benefit (expressed as a Single Life Annuity commencing at age 65) shall be calculated under the terms of the version of the Supplemental MB Plan that was in effect on December 31, 2000.
 
 
- 13 - -
 
 
4.3
Benefit Calculations Not Involving Offset of Prior Accrued Benefits
 
In a case in which the circumstances described in Section 4.4 of the Qualified Salaried Plan apply to an SRP Participant, then the methods for benefit calculation, as described in that Section of the Qualified Salaried Plan, will likewise be applied to the calculation of the SRP Participant's Target Accrued Benefit under this Plan.
 
4.4
Rules Against Cutback of Benefit Amounts
 
To safeguard against a reduction in an SRP Participant's Target Accrued Benefit which may be caused by certain amendments of this Plan which became effective on January 1 of 2001, 2002 and 2003, the rules stated in the following table shall apply.
 
For an SRP Participant
with an Hour of Service
on or after:
The Target Accrued Benefit
at Termination shall not be less
than the Target Accrued Benefit
under this Plan as of:
January 1, 2001
December 31, 2000
January 1, 2002
December 31, 2001
January 1, 2003
December 31, 2002

 
Provided, however, that the anti-cutback rules for Hours of Service after January 1 of 2001 and 2002 shall only apply to an individual who was then an active SRP Participant, and not to an individual who was then a Member of the Willamette SBP.
 
4.5
Normal Retirement Benefit
 
The terms of Section 4.6 of the Qualified Salaried Plan, which describe a Normal Retirement benefit under such Plan, shall likewise apply to the calculation of the Target Accrued Benefit under this Plan for an SRP Participant who meets the eligibility conditions for Normal Retirement as stated in the Qualified Salaried Plan.
 
 
 
- 14 - -
 
 
4.6
Early Retirement Benefit
 
(a)           Incorporating the Provisions of the Qualified Salaried Plan
 
The terms and conditions of Section 4.7, Early Retirement Benefit, under the Qualified Salaried Plan are incorporated by reference for purposes of calculating the adjustment for early commencement of the Supplemental Accrued Benefit, in the case of an Early Retirement of an SRP Participant under this Plan.  For purposes of such calculation, to the extent a SRP Participant becomes entitled to severance benefits pursuant to Weyerhaeuser's Executive Change in Control Agreement (Tier I), he or she shall receive an additional three years of service and three years of age as provided under the terms of such Agreement, and such additional years of age shall also be used for purposes of determining eligibility for and any reduction factors applicable to the Early Retirement Benefit.  Two years shall be substituted for three years in each place it appears in the foregoing sentence with respect to a SRP Participant who becomes entitled to severance benefits pursuant to Weyerhaeuser's Executive Change in Control Agreement (Tier II).
 
Furthermore, the terms and conditions of Section 6.3 ("Early Retirement") of the Willamette Salaried Plan (as amended through December 31, 2002) are incorporated by reference for purposes of performing the comparisons stated in Section 4.2(a)(i)(A) and (B) of this Plan.
 
(b)           Benefit Unreduced At 60
 
 
(i)
Amount of Supplemental Accrued Benefit
 
If the SRP Participant satisfies the requirements stated in subsection (ii) below for an Unreduced At 60 benefit, and if the Supplemental Accrued Benefit commences prior to the Normal Retirement Date as defined in the Qualified Salaried Plan, the Supplemental Accrued Benefit payable under this Plan shall be equal to the excess of (A) the Target Accrued Benefit (without reduction for early commencement), over (B) the benefit payable from the Qualified Salaried Plan after such benefit under the Qualified Salaried Plan has been reduced for early commencement.
 
 
(ii)
Eligibility for Unreduced At 60
 
An SRP Participant shall be eligible for an Unreduced At 60 benefit under subsection (i) above if he or she meets all of the following conditions:
 
 
(A)The individual is an Eligible Key Management Member, and
 
 
 
- 15 - -
 
 
 
 
(B)The Benefit Commencement Date under the Qualified Salaried Plan occurs on or after the date he or she attains age 60, and
 
 
(C)The individual is eligible for an Early Retirement benefit under the Qualified Salaried Plan.
 
4.7
Disability Retirement Benefit
 
The terms of Section 4.8(b)(i) and (ii) of the Qualified Salaried Plan, which describe a Disability Retirement benefit under that plan, shall likewise apply to the calculation of the Target Accrued Benefit under this Plan for a Disabled SRP Participant.  The lump-sum value under this Plan that is due to an SRP Participant upon his or her becoming Disabled shall be made in accordance with Section 6.1.
 
4.8
Enhanced Vested Retirement Benefit
 
(a)           Rule of 65 Involuntary Termination Prior to Early Retirement
 
This Section 4.8 applies to an SRP Participant who, as of the date of his or her involuntary Termination Without Cause prior to becoming eligible for Early Retirement (i) has at least 10 Years of Vesting Service, and (ii) the sum of his or her attained age and Years of Vesting Service is at least 65.  If such an SRP Participant is at least age 55 but not yet age 65, then, in place of the Actuarial reduction factors applicable to the early commencement of a Vested Retirement benefit, the Early Retirement Benefit Commencement Percentages stated in Section 4.7(c) (except 4.7(c)(ii)) of the Qualified Salaried Plan shall apply.  Notwithstanding the foregoing, a Highly Compensated Employee who (i) was nominated to this Plan as of January 1, 2006 or prior; or (ii) is salary grade 45 or higher, is in each case eligible to receive Rule of 65 benefits under this Plan as of the date of his or her involuntary Termination Without Cause (except as provided otherwise by the Qualified Plan) and prior to becoming eligible for Early Retirement.
 
(b)           Amount of Supplemental Accrued Benefit
 
In the case of a Termination Without Cause as described in subsection (a), the Supplemental Accrued Benefit payable under this Plan shall be equal to the difference between (i) the Target Accrued Benefit reduced for early commencement using the Early Retirement Benefit Commencement Percentages specified in subsection (a) above, minus (ii) the benefit payable from the Qualified Salaried Plan after such benefit has been Actuarially reduced for early commencement in accordance with provisions of that Plan.
 
Article V: Vesting
 
No benefit shall be payable under this Plan unless the SRP Participant is Vested in his or her Target Accrued Benefit under this Plan at the time of, or as a result of, his or her Separation from Service.  The Vested status of an SRP Participant's Target Accrued Benefit and the Supplemental Accrued Benefit under this Plan shall be determined by the Vesting status of his or her Accrued Benefit in accordance with Article V of the Qualified Salaried Plan.  An SRP Participant who becomes entitled to severance benefits under Weyerhaeuser's Executive Change in Control Agreement (Tier I) or its Executive Change in Control Agreement (Tier II), shall be 100% Vested in his or her benefits under this Plan.
 
 
- 16 - -
 
 
 
 
Article VI: FORMS OF BENEFIT AND TIMING OF PAYMENTS
 
6.1
Benefit Payment Events
 
(a)           General
 
Benefits under this Plan become payable on the earliest to occur of the following payment events:
 
 
(i)
Separation from Service;
 
 
(ii)
death; or
 
 
(iii)
Disability.
 
(b)           Separation from Service
 
An SRP Participant's SRP Benefit Commencement Date shall be determined in accordance with the following schedule.
 
 
(i)
If an SRP Participant is age 65, or at least age 55 and has earned 10 or more Years of Vesting Service, at the time of his or her Separation from Service, the Supplemental Accrued Benefit shall commence within 90 days after such Separation from Service.
 
 
(ii)
If an SRP Participant is younger than age 55 and has earned 10 or more Years of Vesting Service at the time of his or her Separation from Service, the Supplemental Accrued Benefit shall commence within 90 days after the SRP Participant's attainment of age 55.
 
 
(iii)
If an SRP Participant has not earned 10 or more Years of Vesting Service at the time of his or her Separation from Service, the Supplemental Accrued Benefit shall commence within 90 days after the SRP Participant attains age 65.
 
(c)           Death
 
Upon the SRP Commencement Date, the SRP Participant may designate a beneficiary who may or may not be the same beneficiary designated under the Qualified Salaried Plan.  Such designation must be made in accordance with the rules and procedures established by the SRP Administrator.  In the event of the SRP Participant's death after the SRP Commencement Date but before all payments have been made, all remaining payments shall be paid to the SRP Participant's beneficiary, so designated, pursuant to the same schedule.  If no beneficiary has been so designated, the remaining payments shall be paid to the SRP Participant's Beneficiary as designated under the Qualified Salaried Plan.  Should the SRP Participant die before the SRP Commencement Date, Article VII applies.
 
 
- 17 - -
 
 
(d)           Disability
 
An SRP Participant with 10 or more Years of Vesting Service shall receive the Supplemental Accrued Benefit as determined under Section 4.6 of this Plan payable within 90 days of the date on which the SRP Participant is determined to be Disabled by the Administrative Committee.  The lump-sum payment will be distributed to the SRP Participant in accordance with Section 6.2(a).
 
(e)           Required Delay for Specified Employees
 
Notwithstanding anything to the contrary above, if an SRP Participant is a Specified Employee as of the date of his or her Separation from Service and payments under this Plan are due to be made in accordance with Section 6.1(b), all such payments shall be delayed to and payable on the earlier of (i) the date of the SRP Participant's death and (ii) the later of the following dates:
 
 
(A)
the first day of the seventh month following his or her date of Separation from Service; and
 
 
(B)
his or her SRP Benefit Commencement Date.
 
No interest shall accrue on the delayed payments.
 
6.2
Form of Benefit
 
The Supplemental Accrued Benefit (expressed as an annuity) will be converted to a lump-sum value upon the SRP Participant's becoming eligible for payment.  The calculation of the lump-sum value shall be based on the same interest and mortality assumptions used for lump-sum conversions under the Qualified Salaried Plan at the time the payment is calculated, subject to Section 6.3 of this Plan.  The applicable interest rate will be that which is in effect as of the end of the month prior to the SRP Benefit Commencement Date.  The lump-sum value shall be distributed to the SRP Participant (or his or her Beneficiary) either as a single payment or in a series of annual installments in accordance with the following schedule:
 
Lump-Sum Value:
Distribution Form:
Less than $10,000
Single payment
$10,000 or more
Five annual installments

 
 
 
- 18 - -
 
 
6.3
Applicable Interest Rate
 
The Applicable Interest Rate referred to in Sections 6.2(e)(ii)(B) and 6.2(e)(ii)(D) of the Qualified Salaried Plan shall be defined as an interest rate as determined by the Compensation Committee during the first quarter of each year. Such Compensation Committee rate shall be used for calculating payments payable as of April of the Plan Year through March of the following year.
 
Article VII: PRE-COMMENCEMENT DEATH BENEFITS
 
If an SRP Participant dies before benefits under this Plan commence, a survivor's benefit will be calculated based on the SRP Participant's Supplemental Accrued Benefit.  Such benefit will be converted to a lump-sum based on the Actuarial Equivalencies in Attachment 1 of the Qualified Salaried Plan, using interest and mortality assumptions in effect as of the end of the month of the SRP Participant's death.  The lump-sum value will be paid to the SRP Participant's Beneficiary, as designated under the Qualified Salaried Plan, in a single lump-sum payment or installment payments, in accordance with the schedule set forth in Section 6.2 of this Plan, within 90 days of the Administrative Committee's receipt of the death certificate.
 
Article VIII: CODE LIMITATIONS DO NOT APPLY
 
The limitations on benefits which are stated in Article VIII of the Qualified Salaried Plan shall not be applicable to the Target Accrued Benefit under this Plan.
 
Article IX: MISCELLANEOUS PROVISIONS
 
9.1
No Right to Continued Employment
 
The existence of this Plan does not confer a right of continued employment on any person.
 
9.2
Construction of Plan
 
Nothing in this Plan shall be construed to give any Employee (or any other person) any right to receive awards or any other type of compensation from the Company.  No Participant or beneficiary shall have any right to receive a payment under the Plan except in accordance with the terms of the Plan.  Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits under the Plan.  If any provision of the Plan is held to be invalid or illegal for any reason, such invalidity or illegality shall not affect the remaining parts of the Plan, but the Plan shall be construed as if the invalid or illegal provision had never been included in the Plan.  Unless some other meaning or intent is apparent from the context, the plural includes the singular and vice versa; and masculine, feminine and neuter words are used interchangeably.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.
 
 
- 19 - -
 
 
9.3
No Assignment of Benefits
 
No SRP Participant or surviving spouse shall have the power to transfer, assign, anticipate, modify, or otherwise encumber in advance any of the payments that may become due hereunder; nor shall any such payments be subject to attachment, garnishment, or execution, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise.  This Plan does not provide for or allow any transfer, assignment, attachment, garnishment, execution, or the like, either pursuant to or in connection with a domestic relations order.
 
9.4
Taxes
 
The Company or any other payor may withhold from a benefit payment under the Plan or from any other compensation payable by the Company to the Participant any federal, state or local taxes required by law to be withheld with respect to a deferral, payment or accrual under the Plan, and will report such payments and other Plan-related information to the appropriate governmental agencies as required under applicable law.  None of the Company, the Committee or any other person guaranties any particular federal or state income, payroll, personal property or other tax consequence will occur because of participation in the Plan. A Participant should consult with professional tax advisors regarding all questions relative to the tax consequences arising from participation in the Plan.
 
9.5
Participant's Cooperation
 
A Participant shall cooperate with the Company by furnishing any and all information requested by the Committee in order to facilitate the administration of the Plan or the payment of benefits hereunder. If the Participant refuses to cooperate, the Company shall have no further obligation to the Participant under the Plan.
 
9.6
Successors and Assigns
 
The terms and conditions of the Plan, as amended and in effect from time to time, will be binding on the Company's successors and assigns, including, without limitation, any entity into which the Company may be merged or with which the Company may be consolidated.
 
9.7
Governing Law
 
This Plan and any amendments shall be construed, administered, and governed in all respects in accordance with applicable federal law and, to the extent not preempted, by the laws of the state of Washington without giving effect to the choice or conflicts of law provisions thereof.  If the Company or any Participant or beneficiary initiates litigation related to the Plan, the venue for such action will be King County, Washington.
 
 
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9.8
Former Willamette SBP Provision Not Applicable After February 11, 2002
 
This Plan, as restated as of January 1, 2009, contains no special provision pertaining to any change in control which may occur on or after that date. The provisions of Section 4.3 of the Willamette SBP that applied to the February 11, 2002 change in control are hereby amended to state that they shall not apply to any potential change in control which may occur on or after that date.
 
9.9
Compliance with Code Section 409A
 
This Plan is intended to comply with the requirements of Code Section 409A and any official guidance issued thereunder.  Notwithstanding any provision to the contrary herein, this Plan, including terms incorporated herein yet defined in the Qualified Salaried Plan, shall be interpreted, operated and administered in a manner consistent with this intention to the extent the Committee deems necessary to comply with the requirements of Code Section 409A and any official guidance issued, so as to avoid the predistribution inclusion in income of amounts deferred under this Plan and the imposition of any additional tax or interest.  In addition, this Plan shall be deemed to be amended, and any deferrals and distributions hereunder shall be deemed to be modified, to the extent necessary to comply with such requirements of Code Section 409A, including but not limited to any limitations on the linkage between qualified and nonqualified plans.  Notwithstanding the foregoing, no provision of this Plan shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from any SRP Participant or any other individual to the Employer or any of its affiliates.
 
Article X: ADMINISTRATION OF THE PLAN
 
10.1
Plan Administrator
 
(a)           Role of Administrative Committee
 
This Plan shall be administered by the Administrative Committee. The Administrative Committee shall have all of the duties, authority, powers and responsibilities with respect to this Plan as are recited in Section 10.1(a) of the Qualified Salaried Plan for the Administrative Committee under that Plan.
 
(b)           Avoidance of Conflict of Interest
 
If any SRP Participant is a voting member of the Claims Administrator or the Appeals Administrator, or has any role in the administration of benefits under this Plan, he or she shall be disqualified from voting on, or exercising control over, any decision or action of any such committees or administrators that is specifically directed to the calculation of, or a decision pertaining to a claim or dispute involving, that individual SRP Participant's benefit (or his or her Beneficiary's benefit) under this Plan.
 
 
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10.2
Benefit Administrator
 
The administrator of the day-to-day benefit application and calculation process under this Plan shall be The Vanguard Group, Inc., or any entity or person which may subsequently be appointed to perform that function by Director of Employee Benefits with the concurrence of the Administrative Committee.
 
10.3
Claims and Appeal Procedure
 
(a)           Procedures as Stated in Qualified Salaried Plan
 
Subject to subsections (b), (c) and (d) below, this Plan incorporates by reference the terms of Section 10.4 ("Claims and Appeal Procedure") of the Qualified Salaried Plan; provided, however, that references in that Section 10.4 to the "Plan" shall be deemed to be references to this Plan.
 
(b)           Claims Administrator
 
Notwithstanding the terms of the Qualified Salaried Plan, any reference to "Claims Administrator" in the text of Section 10.4 of that Plan shall be deemed to mean the Weyerhaeuser Employee Benefits Appeals Committee or any entity or person which may subsequently be appointed to perform that function for this Plan by the Compensation Committee.
 
(c)           Appeals Administrator
 
Notwithstanding the terms of the Qualified Salaried Plan, the Appeals Administrator under this Plan shall be the Compensation Committee, or any committee or entity to which the Compensation Committee may delegate that responsibility.
 
(d)           Delegation of Discretion to Claims and Appeals Administrators
 
This Plan hereby delegates full and complete discretion to the Claims Administrator and the Appeals Administrator (as those terms are defined in subsections (b) and (c) above):
 
 
(i)
to make findings of fact pertaining to a claim or appeal;
 
 
(ii)
to interpret the terms of this Plan and apply such interpretations to the facts; and
 
 
(iii)
to decide all issues which the said Claims and/or Appeals Administrators determine are presented by the claim or appeal, whether any such issue is expressly raised by the claimant or not.
 
 
 
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Article XI: Unfunded Plan
 
This Plan is unfunded within the meaning of Title I of ERISA.  Benefits are payable only from the general assets of the Employer or from a rabbi trust which may be maintained by Weyerhaeuser as grantor, the assets of which are available to the general creditors of the Employer. The Employer makes no representation that any other assets will be set aside to provide benefits under this Plan. SRP Participants and Beneficiaries have no interest in any assets of the Employer.  SRP Participants have no rights other than the unsecured promise of the Employer to pay benefits in the future. An SRP Participant's rights are no greater than the rights of any unsecured general creditor of the Employer. Nothing contained herein shall be deemed to create a trust of any type that would be considered a "funded" trust for the "exclusive benefit" of SRP Participants and Beneficiaries within the meaning of Title I of ERISA.
 
Article XII: AMENDMENT AND TERMINATION
 
The Chief Executive Officer of Weyerhaeuser shall have the right to amend this Plan at any time, to the extent that any such amendment would not cause an increase in the cost of this Plan to Weyerhaeuser.  The Board of Directors and the Compensation Committee of Weyerhaeuser shall each have the right to amend or terminate this Plan at any time, provided that any payments in the event of Plan termination shall be made in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix).
 
* * *
 
 
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SIGNATURE PAGE
 
IN WITNESS WHEREOF, Weyerhaeuser Company has caused this Plan to be duly executed on the date set forth below.
 
WEYERHAEUSER COMPANY
Date:
 
By:
Name:
Title:
 
                                       
 
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Exhibit A
 
Individual Agreements
As of January 1, 2009
 
Ernesta Ballard
 
William Corbin
 
Rory Johnson
 
Paul Leuzzi
 
Steve Rogel
 
[Susan Wagner]
 
 
 
 
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