8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2022

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

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

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

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:

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.25 per share	WY	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

☐	Emerging growth company
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

TABLE OF CONTENTS

Item 5.02:	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01	Financial Statements and Exhibits
	Signatures
EXHIBIT 10.1	Weyerhaeuser Company 2023 Deferred Compensation Plan
EXHIBIT 10.2	Form of Executive Severance Agreement, as in effect August 12, 2022
EXHIBIT 10.3	Form of Executive Change of Control Agreement, as in effect August 12, 2022
EXHIBIT 10.4	Executive Severance Agreement with the CEO, as in effect August 12, 2022
EXHIBIT 10.5	Executive Change of Control Agreement with the CEO, as in effect August 12, 2022
EXHIBIT 104	Cover page interactive data file (embedded within the inline XBRL document).

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)On August 12, 2022, each of the executive officers of Weyerhaeuser Company (“the Company”) entered into a new executive severance agreement and a new change of control agreement with the Company. The new agreements replace existing severance and change of control agreements between each of the executive officers and the Company.  Except as noted below, the terms and conditions of the new agreements are substantially the same as the agreements they replace. A brief summary of the material terms of each agreement is set forth below. In addition, the Company has amended and restated certain terms of its deferred compensation plan (the “Deferred Compensation Plan”), as described below.

Severance Agreement

Term:  Approximately three years, expiring on December 31, 2025. Following the initial term, the agreements continue for successive one-year terms unless canceled by either the Company or the applicable executive officer within 30 days of December 31st. The prior severance agreements also renewed automatically for one-year terms and were cancellable by either party.

Benefits:  The severance benefit amounts under the new executive severance agreements are unchanged from the benefits provided for under previous executive severance agreements in all material respects. Severance benefits for executives other than the CEO is an amount equal to the sum of: (a) 1.5 times the executive’s base salary; (b) 1.5 times the executive’s target annual bonus; (c) a pro rata portion of the executive’s actual bonus for the plan year in which the termination of employment occurs based on Company performance, with any individual performance goals deemed to be achieved at target; and (d) $30,000 for replacement of health and welfare benefits and outplacement services. The severance benefit provided under the CEO’s executive severance agreement is the same as for other executives, except that the CEO is eligible to receive 2.0 times his base salary and target bonus. Benefit payments are subject to the Company’s clawback and similar forfeiture policies and are not payable in the event that benefits are payable under the applicable executive’s change of control agreement.

Triggering Event:  The severance benefits under the executive severance agreements are triggered upon the applicable executive’s involuntary termination of employment by the Company without “cause” (as defined in the applicable executive severance agreement) at any time outside of the 24-month period following a “change of control” (as defined in the applicable executive severance agreement). The benefit is not payable in the event of the applicable executive’s termination for cause, a voluntary resignation by the executive for any reason, the executive’s mandatory retirement, death or disability, or if the executive is offered “comparable employment” (as defined in the applicable executive severance agreement).

Change of Control Agreement

Term:  Approximately three years, expiring on December 31, 2025. Following the initial term, the agreements continue for successive one-year terms unless canceled by either the Company or the executive officer within 30 days of December 31st. The prior change of control agreements also renewed automatically for one-year terms and were cancellable by either party.

Benefits:  The severance benefit for executives other than the CEO is: (i) an amount equal to the sum of (a) 2.0 times the executive’s base salary, (b) 2.0 times the executive’s target annual bonus, (c) a pro rata portion of the executive’s bonus for the plan year in which the termination of employment occurs, with any Company and individual performance goals deemed to be achieved at target, and (d) $95,000 for replacement of health and welfare benefits and outplacement services; and (ii) vesting of benefits under supplemental retirement plans and 2 years of additional credited age and service under such plans. Equity awards will be treated as set forth in the Company’s long-term incentive plans and applicable award agreements. The severance benefit provided under the CEO’s change of control agreement is the same as for other executives, except that the CEO is eligible to receive 3.0 times his base salary and target bonus and 3 years of additional credited age and service under supplemental retirement plans. Benefit payments are subject to the Company’s clawback and similar forfeiture policies and are not payable in the event that benefits are payable under the applicable executive’s severance agreement. Except for the calculation of pro rata bonuses and the treatment of outstanding equity awards, the severance benefit amounts under the new change of control agreements are unchanged from the benefits provided for under previous change of control agreements.

None of the executives are entitled to an excise tax gross-up payment with respect to Section 280G of the Internal Revenue Code of 1986 (“Section 280G”). Instead, the change of control agreements provide for a “best net” approach, whereby benefit payments are limited to the threshold amount under Section 280G if it would be more favorable to the applicable executive on a net after-tax basis than receiving the full benefit payments and paying the excise taxes.

Triggering Event:  The severance benefits are triggered upon the applicable executive’s involuntary termination of employment by the Company without “cause” (as defined in the applicable change of control agreement) or voluntary termination of employment for “good reason” (as defined in the applicable change of control agreement) within 24 months following a “change of control” (as defined in the applicable change of control agreement) of the Company.  The benefit is not payable in the event of the applicable executive’s termination for cause, a resignation by the executive for any reason other than for “good reason”, or the executive’s mandatory retirement, death or disability.

Deferred Compensation Plan

On August 11, 2022, the Company amended and restated its Deferred Compensation Plan to allow eligible participants to choose specific in-service distribution dates for deferred amounts under the plan and the forms of such in-service distributions (i.e., lump sum or annual installments) or to elect new distribution dates or forms of distributions, in each case, subject to the requirements of applicable law.

The foregoing descriptions of the Deferred Compensation Plan, executive severance agreements and change of control agreements are a summary, are not intended to be complete and are qualified in their entirety by reference to the Deferred Compensation Plan filed herewith as Exhibit 10.1, the form of executive severance agreement filed herewith as Exhibit 10.2, the form of change of control agreement filed herewith as Exhibit 10.3, the executive severance agreement with the CEO filed herewith as Exhibit 10.4, and the executive change of control agreement with the CEO filed herewith as Exhibit 10.5, each of which is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.     The following items are filed as exhibits with this report.

Exhibit No.	Description
EXHIBIT 10.1	Weyerhaeuser Company 2023 Deferred Compensation Plan
EXHIBIT 10.2	Form of Executive Severance Agreement, as in effect August 12, 2022
EXHIBIT 10.3	Form of Executive Change of Control Agreement, as in effect August 12, 2022
EXHIBIT 10.4	Executive Severance Agreement with the CEO, as in effect August 12, 2022
EXHIBIT 10.5	Executive Change of Control Agreement with the CEO, as in effect August 12, 2022
EXHIBIT 104	Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

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

WEYERHAEUSER COMPANY
By:	/s/ Kristy T. Harlan
Name:	Kristy T. Harlan
Its:	Senior Vice President, General Counsel and Corporate Secretary

Date: August 17, 2022

EX-10.1

Exhibit 10.1

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

157201795.3

Exhibit 10.1

TABLE OF CONTENTS

1. Purpose1

2. Effective Date and Other BonusAwardPlans1

(a) EffectiveDate1

(b) OtherAwardPlans1

3. ApplicableLaw2

4. Definitions2

5. Eligibility5

6. Deferrals5

(a) DeferralAmounts5

(b) ElectionProcedure6

7. Accounts7

(a) BaseSalaryDeferrals7

(b) CashAwardDeferrals7

(c) StockEquivalentDeferrals7

8. Payments9

(a) Base Salary Deferrals and CashAwardDeferrals9

(b) StockEquivalentDeferrals11

9. GeneralPaymentProvisions13

(a) Cash Payment;DefaultPayment13

(b) NoAcceleration13

(c) UnforeseeableEmergency14

(d) SegregationofFunds15

(e) DeathBenefits15

(f) WithholdingPayment16

(g) Incompetency16

10. Administration and Amendment ofthePlan17

(a) Powers oftheAdministrator17

(b) Expenses ofthePlan17

(c) AmendmentandTermination17

(d) Participants’Rights17

11. ClaimsProcedure18

(a) FilingaClaim18

(b) ClaimReview18

(c) Appealing aClaimDenial19

(d) DecisiononAppeal19

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-i-

 

Exhibit 10.1

(e) FilingSuit20

(f) Claims Involving Applications for UnforeseeableEmergencyDistributions21

(g) DisabilityClaims21

12. Miscellaneous22

(a) RightsUnsecured22

(b) ConstructionofPlan22

(c) AlienationProhibited23

(d) Taxes23

(e) No Guaranty ofTaxConsequences23

(f) Participant’sCooperation23

(g) SuccessorsandAssigns23

(h) Applicable LawandVenue24

(i) Notice24

Schedule A - Award Plans

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-ii-

 

Exhibit 10.1

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

1. Purpose. The purpose of this Weyerhaeuser Company 2023 Deferred Compensation Plan (the “Plan”) isto:

(a) give recognition, in addition to base salaries, to Participants who contribute significantly to the business success of the Company, thereby further ensuring that the Company will continue to benefit from a strong and able management;

(b) permit Participants to defer receipt of any part or all of certain base salaries and incentiveawards;

(c) permit and encourage Stock Equivalent Participants to receive deferred Awards in Stock Equivalents, the growth in value of which shouldreflect better performance by the Company during the period of deferral;and

(d) encourage Participants to remain in the service of theCompany.

2. Effective Date and Other Bonus AwardPlans.

(a) Effective Date. The Plan was most recently amended and restated effective as of January 1, 2015. This amendment and restatement is effective as of January 1, 2023 and applies to deferrals and distributions of Base Salaryand Awards earned in 2023 and subsequentyears.

(b) Other Award Plans. All amounts deferred pursuant to the provisions of other bonus award plans and deferred compensation plans and not the Plan shall be paid in accordance with the provisions of such other plans. All references to the “Comprehensive Incentive Compensation Plan” in any other benefit plan, program or policy maintained by the Company for active employees on or after January 1, 2007 shall be deemed to refer to the “2023Deferred

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-1-

 

Exhibit 10.1

Compensation Plan” (or, with respect to periods prior to the Effective Date of this Plan, the “2015 Deferred Compensation Plan,” the “2011 Deferred Compensation Plan” or the “Deferred Compensation Plan,” as applicable).

3. Applicable Law. The Company intends that the Plan will constitute, and will be construed and administered as, an unfunded plan of deferred compensation for a select group of management or highly compensated employees within the meaningof ERISA and the Code. In addition, the Plan is intended to comply with Section 409A and any official guidance issued thereunder. Notwithstanding any other provision of the Plan, the Plan shall be interpreted, operated and administered in a manner consistent with this intention to the extent the Administrator deems necessary to comply with the requirements of Section 409A and any official guidance issued thereunder and to avoid the imposition of any penalty thereunder. In addition, notwithstanding anything in Paragraph 10(d) to the contrary, the 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 Section409A.

4. Definitions.

(a) “Administrator” means the President and Chief Executive Officer of Weyerhaeuser Company or his or herdelegate.

(b) “Award” means the amount of incentive bonus granted to a Participant for an Award Year as determined under the terms of an AwardPlan.

(c) “Award Plan” means each incentive compensation plan listed in Schedule A hereto.

(d) “Award Year” means the fiscal or calendar year in which the service is performed for which a Participant earns an Award. For an Award involving a multiyear performance period, Award Year means the applicableperformance period.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-2-

 

Exhibit 10.1

(e) “Base Salary” means a Participant’s annual rate of pay for the applicable calendar year, excluding all other pay elements (such as bonus paymentsand relocationallowances).

(f) “Base Salary Deferral” means the portion of Base Salary deferred under the Plan, withinterest.

(g) “Cash Award Deferral” means the portion of an Award deferred under the Plan in the form of cash, withinterest.

(h) “Code” means the Internal Revenue Code of 1986, asamended.

(i) “Committee” means the Compensation Committee of the Board of Directors of WeyerhaeuserCompany.

(j) “Company” means Weyerhaeuser Company and includes, where indicatedby the context, each of its majority-owned U.S. subsidiaries and affiliates which participate in the Plan as of the Effective Date or with the approval of the Administrator.

(k) “Disability” means a medical condition in which a Participant is either entitled to total and permanent disability benefits under the SocialSecurity Act or judged to be totally and permanently disabled by theAdministrator.

(l) “Effective Date” has the meaning set forth in Paragraph2(a).

(m) “Eligible Employee” means any Employee who is eligible to participate in the Plan under the terms of Paragraph5.

(n) “Employee” means any person who is classified by the Company asactively employed by the Company and who is compensated on a salaried basis (exempt or non-exempt) as reflected on the Company’s payroll records, but excluding any such person who is reclassified by a court, governmental agency or the Company as a common law employee of theCompany.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-3-

 

Exhibit 10.1

(o) “ERISA” means the Employee Retirement Income Security Act of 1974,as amended.

(p) “Participant” generally means an Eligible Employee who has deferred Base Salary or an Award under the Plan, but under no circumstances shall any member of the Committee be deemed to be a Participanthereunder.

(q) “Plan” has the meaning set forth in Paragraph1.

(r) “Price per share” means the closing price of the common stock of the Company on the New York Stock Exchange on the Trading Day inquestion.

(s) “Retirement” means a Separation from Service with the Company constituting a “Retirement” as defined in the Weyerhaeuser Company Pension Plan.

(t) “Section 409A” means Code Section 409A and regulations and other guidance promulgatedthereunder.

(u) “Separation from Service” has the meaning set forth under Section 409A and generally includes a Participant’s termination of employment with Weyerhaeuser Company and all of its majority-ownedsubsidiaries.

(v) “Specified Employee” means a Participant who, as of the date of the Participant’s termination of employment for any reason, is a key employeeof the Company. A Participant is a key employee if the Participant 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 of December 31. If a Participant is a key employee as of such December 31, the Participant shall be treated as a Specified Employee for the entire 12-month period beginning on the next following April1.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-4-

 

Exhibit 10.1

(w) “Stock Equivalent” means a deferred unit of an account that is equivalent in value to one share of common stock of theCompany.

(x) “Stock Equivalent Deferral” means the portion of the Award deferred under the Plan in the form of Stock Equivalents, increased or decreased by a reference to the market price and dividend history of shares of common stock of theCompany.

(y) “Stock Equivalent Participant” means an Employee designated by the Administrator as eligible for a Stock EquivalentDeferral.

(z) “Trading Day” means a day that the New York Stock Exchange is openfor business.

(aa) “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from a sudden or unexpected illness or accident of the Participant, the Participant’s spouse or dependent (as defined in Code Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in accordance with Section409A.

5. Eligibility. The Administrator shall determine each Employee’s eligibility to participate in the Plan. Each Employee determined to be eligible by the Administrator shall be an Eligible Employee as of the date ofdetermination.

6. Deferrals.

(a) Deferral Amounts. A Participant may elect to defer receipt of (i) a percentage (which is no less than 10% and no more than 50%) of his or her Base Salary otherwise payable during a calendar year and/or (ii) a percentage (which is no less than 10% and no more than 100%) of an eligibleAward.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-5-

 

Exhibit 10.1

(b) ElectionProcedure.

(i) General. A Participant shall notify the Administrator in writing during an election period (at such time and pursuant to such procedures as determined and communicated by the Administrator) prior to the beginning of each applicable calendar year or Award Year. The election for a Stock Equivalent Participant who has elected to defer an Award shall include a choice between Cash Award Deferrals or Stock Equivalent Deferrals. The election shall specifythe timing and form of payments to the extent provided in this Paragraph and Paragraph 8, and the election shall be irrevocable according to its terms but in any case cannot be revoked later than the day immediately prior to the applicable calendar year or AwardYear.

(ii) Newly Eligible Employees. Upon initial eligibility for the Plan,to the extent offered by the Administrator, an Eligible Employee may begin participation by submitting the election referred to in subparagraph (i) above to the Administrator within 30 days of the date the Eligible Employee became eligible to participate in the Plan. Such election shall only be effective for the deferral of compensation paid for services to be performed after the election. If no deferral election is submitted within this 30-day period, the Eligible Employee shall next be eligible to participate beginning January 1st of the next following calendar year or Award Year and must submit a deferral election in accordance with subparagraph (i) above. This subparagraph shall not apply to any Employee who, though newly eligible to participate in the Plan, was previously eligible to participate in the Plan or any comparable arrangement under Section 409A, at any time during the 24-month period ending on the date the Employee again became eligible to participate in the Plan, other than participation in the form of the accrual ofearnings.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-6-

 

Exhibit 10.1

7. Accounts.

(a) Base Salary Deferrals. All amounts deferred under the Base Salary Deferral shall be credited to the Participant’s account on the day they would otherwise have been paid in cash. Interest shall thereafter accrue on Base Salary Deferrals at a rate to be designated from time to time by the Committee through the payment date. Interest shall be compoundedmonthly.

(b) Cash Award Deferrals. All amounts deferred as a Cash Award Deferral shall be credited to the Participant’s account as of the end of the Award Year with respect to which the deferred Award was made. Interest shall accrue on the Cash Award Deferrals at a rate to be designated from time to time by the Committee commencing with the first day of the calendar year following the Award Year and through the payment date. Interest shall be compounded monthly.

(c) Stock Equivalent Deferrals.

(i) General. All amounts deferred as a Stock Equivalent Deferral shall be credited to the Stock Equivalent Participant’s account promptly following the determination of deferred units in accordance with subparagraph (iii) below. The minimum deferral period for Stock Equivalent Deferrals is five years. The minimum deferral period shall begin on January 1 of the year following the AwardYear.

(ii) Premiums. Stock Equivalent Participants’ accounts shall be credited with a premium based on an Award deferred in the form of Stock Equivalents. The premium shall be calculated by multiplying the amount of an Award deferred in the form of Stock Equivalents by a multiple to be determined by the Committee on an annual basis. The premium shall be credited to each such Participant’s account as Stock Equivalents and credited at the same time as the related deferred Award. The premium, including any appreciation and

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-7-

 

Exhibit 10.1

dividend equivalents thereon, shall be forfeited if suchParticipant’s

employment with the Company terminates prior to completing the minimum five-year deferral period unless such termination (A) is due to death, Disability or Retirement or (B) is a “Qualifying Termination” following a “Change in Control” (as such terms are defined in the Executive Change in Control Agreement (Tier I) or Top Management Change in Control Plan (Tier II), each as in effect on the date of the Participant’s termination, and limited to Participants who are covered by such Agreement orPlan).

(iii) Number of Deferred Units. To determine the number of deferred units or fractions thereof credited to a Stock Equivalent Participant’s account, the amount of Stock Equivalent Deferrals and any premium shall be divided by the median closing price per share of Company stock for the last 11 Trading Days of January in the year followingthe Award Year. In the event, at any time or from time to time, of a stock dividend, stock split, reverse stock split, combination or exchange of shares, recapitalization, merger, consolidation, or other change in the Company’s structure, the Committee shall make proportional adjustments in the number of Stock Equivalent units credited to a Stock Equivalent Participant’s accounts. Any such adjustments made by the Committee shall be conclusive and binding for all purposes of thePlan.

(iv) Dividend Equivalents. Each Stock Equivalent unit credited to a Stock Equivalent Participant’s account shall also be credited with an amount equivalent to each dividend declared on common shares of the Company. The amount of such dividend equivalents shall be divided by the closing price per share of common stock on the payable date for such dividend to determine the number of additional deferredunits or fractions thereof credited to such Participant’s account, which shall be credited to such account as of the payabledate.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-8-

 

Exhibit 10.1

8. Payments.

(a) Base Salary Deferrals and Cash AwardDeferrals.

(i) Timing of Payment. Payment of Base Salary Deferrals and Cash Award Deferrals will occur or commence (generally in January of the applicable calendar year) on the earliest of (A) the calendar year designated by the Participant (not earlier than the second calendar year following the calendar year to which the Participant’s deferral election applies under paragraphs 6(b)(i) or 6(b)(ii)) or (B) the Participant’s Separation from Service. If Separation from Service occurs first, payment will be made or commence in the next following calendar year, and not earlier than the seventh month following the Participant’s Separation from Service if the Participant is a Specified Employee as of the date of his or her Separation from Service. Interest shall accrue on the Participant’s account through the last day of the month that next precedes the month in which payment is made.

(ii) Form of Payment. At the time of electing a Base Salary Deferral or a Cash Award Deferral, a Participant may elect payment in the form of a lump sum or in substantially equal annual installments payable over a number of years designated in his or her election up to 10 years for separation payments and up to 5 years for an in-service distribution. If the Participant elects to have payment made in annual installments, the installments shall be paid in each calendar year during the installment period, generally in January. The amount of each installment payment 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 payment period, by the remaining installments plus accrued interest (e.g., 1/10th is paid in the first year of a 10-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 10 years).

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-9-

 

Exhibit 10.1

(iii) Subsequent Elections for In-Service Distributions. A Participant may delay or change the timing or form of payment of in-service distributions of Base Salary Deferrals and Cash Award Deferrals subject to the following requirements:

(A) The new election may not take effect until at least 12 months after the date on which the new election is made:

(B) The new election must provide for the deferral of the payment for a period of at least five years from the date such payment would otherwise have been made; and

(C) The new election must be made at least 12 months prior to January 1 of the calendar year specified in the current election.

The Participant may make only one such subsequent election under this paragraph 8(a)(iii) for each in-service distribution election.

(iv) Death of Participant. The above provisions are inapplicable in the case of the Participant’s death, in which case the provisions of Paragraph 9(e) shallapply.

(b) Stock Equivalent Deferrals.

(i) Timing of Payment. Payment of amounts deferred as Stock Equivalent Deferrals shall commence in the calendar year immediately following the year of a Separation from Service (generally in February of such calendar year), subject to the minimum five-year deferral period for Stock Equivalent Deferrals described in Paragraph 7(c)(i) above. In no event shall payment on account of a

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-10-

 

Exhibit 10.1

Stock Equivalent Participant’s Separation from Service be made earlier than six months after the date of such Separation from Service if the Stock Equivalent Participant is then a Specified Employee, in which case payment shall occur on the earliest date permitted by this subparagraph and Section 409A and, to the extent such six-month delay has not expired by the valuation date set forth in Paragraph 8(b)(ii), such account shall be transferred to the Plan’s interest- bearing account described in Paragraph 7(a) at the time payment would have otherwise been made but for such six-month delay and interest shall accrue thereafter, compounded monthly, until paid. The value of the account at transfer shall be the price per share of the Common Stock of the Company as of the close of the Trading Day on the transferdate.

(ii) Form of Payment. At the time of electing Stock Equivalent Deferrals, a Stock Equivalent Participant may elect payment in the form of a lump sum or in annual installments payable over a period of up to 10 years. If the Participant elects to have payment made in annual installments, the installments generally shall be paid in each calendar year during the installment period, generally in February (except that the first installment may be delayed in the case of a Specified Employee as provided in subparagraph (i) above). If installment payments must be delayed due to application of the minimum five- year deferral period for Stock Equivalent Deferrals, there shall benochange to the number of installments elected by the Participant, but payment of such installments shall not commence until the calendar year following the end of the minimum deferral period, generally in February. The amount of each annual installment payment shall be computed by multiplying a fraction, the numerator of which is one and the denominator of which is the number of installments remaining, by the remaining portion of units credited to the Stock Equivalent Participant’s account to determine the number of units for which payment is to be made. The number of units shall be multiplied by the

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-11-

 

Exhibit 10.1

median closing price per share of Company stock for thelast 11 Trading Days of January of the payment date to determine the amount of cash to be paid.

(iii) Death of Participant. The above provisions are inapplicable in the case of the Stock Equivalent Participant’s death, in which case the provisions of Paragraph 9(e) shall apply but the minimum five-year deferral period shall notapply.

(iv) Automatic Account Transfer. Subject to the forfeiture provision of Paragraph 7(c)(ii), upon the date of a Stock Equivalent Participant’s Separation from Service for reasons other than death, Disability or Retirement, his or her account shall be automatically transferred to the Plan’s interest-bearing account described in Paragraph 7(a) and interest shall accrue thereafter, compounded monthly, until paid. The value of the account at transfer shall be the price per share of the common stock of the Company as of the close of the Trading Day on the transfer date. No dividend equivalents shall accrue thereafter. Notwithstanding the transfer of a Participant’s account pursuant to this provision, payment of such account shall continue to be subjectto the minimum five-year deferral period where applicable in accordance with this Paragraph8(b).

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

-12-

 

Exhibit 10.1

(v) Election at 60th Birthday. At any time after a Stock Equivalent Participant’s 60th birthday, such Participant (or his or her beneficiary or beneficiaries) may irrevocably elect to establish and fix a firm price for some or all Stock Equivalents currently credited to such portion of his or her account to the extent such Stock Equivalents have satisfied the minimum five-year deferral period. The firm price shall then be the price per share of the common stock of theCompany as of the close of the Trading Day on the date of the delivery of such election to the Plan’s record keeper if delivered before the close of the New York Stock Exchange, or the next following Trading Day if delivered after the closing of the New York Stock Exchange. Interest at the rate described in Paragraph 7(b) shall thereafter be earned and compounded monthly. An election under this Paragraph shall not accelerate actual payment of the Stock Equivalent Participant’s account.

9. General Payment Provisions.

(a) Cash Payment; Default Payment. All payments under the Plan shall be made in cash. If the Participant fails to make a valid election of a payment option, the payment shall be made in a single lump sum payment in the calendar year immediately following the year of the Participant’s Separation from Service (generally in January or February of such year, as applicable), except to the extent a six-month delay is required under Paragraph 8 with respect to a Participant who is a Specified Employee and subject to the applicable minimum deferral periods for Stock EquivalentDeferrals.

(b) No Acceleration. The acceleration of the time or schedule of any payment due under the Plan is generally prohibited. Certain distributions under the Plan may be accelerated, however, to the extent expressly permitted under Section409A.

(c) Unforeseeable Emergency. Payment of a Participant’s accounts, other than with respect to Stock Equivalent Deferrals still subject to the five-year

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

minimum deferral period, may be made to the Participant in the event ofan Unforeseeable Emergency, subject to the followingprovisions:

(i) A Participant may, while he or she remains an active Employee,make application to the Committee to receive a payment in a lump sum of all or a portion of his or her vested accounts because of an UnforeseeableEmergency;

(ii) A payment because of an Unforeseeable Emergency shall not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such payment, after taking into account the extent to which the Unforeseeable Emergency may be relieved through reimbursementor compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financialhardship);

(iii) The Participant’s request for a payment on account of an Unforeseeable Emergency must be made in writing to the Committee, supported by such evidence as the Committee may require and specify (A) the nature of the financial hardship, (B) the total amount requested to be paid from the Participant’s vested accounts and (C) the total amount of the actual expense incurred or to be incurred on account of the UnforeseeableEmergency;

(iv) Payment on account of an Unforeseeable Emergency shall be made within 60 days following the receipt of the Participant’s request. After 60 days, the Participant’s request shall be deemeddenied;

(v) Payment shall be made from the Participant’s vested accounts in the following order: (A) first, from amounts attributable to Base Salary Deferrals and Cash Awards Deferrals, and (B) next, fromamounts

attributable to Stock Equivalent Deferrals that have satisfied the five- year minimum deferral period. With respect to each of these two

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

categories, payment shall be made pro rata from all subaccounts within the category; and

(vi) If payment is made to a Participant from amounts attributable to Stock Equivalent Deferrals that have satisfied the five-year minimum deferral period, such Stock Equivalent Deferrals shall be valuedbased on the price per share of the common stock of the Company as of the close of the Trading Day that next precedes the date on which the Committee approves such Participant’s application forpayment.

A payment due to an Unforeseeable Emergency shall not affect any deferral election previously made by the Participant.

(d) Segregation of Funds. The Company shall be under no obligation to segregate any deferred funds, and each Participant should realize thatsuch unsegregated funds are subject to the claims of the Company’s general creditors.

(e) DeathBenefits.

(i) Payment Following Death of Participant. Notwithstanding anything in the foregoing provisions of the Plan to the contrary, in the event of the death of the Participant before the complete distribution of his or her account, the entire account shall be paid to the Participant’s beneficiary in the calendar year immediately following the year of the Participant’s death (generally in January and/or February of such year, as applicable). For this purpose, the Participant’s “account” refers to all of the Participant’s accounts under thePlan.

(ii) Beneficiaries. A Participant may appoint a beneficiary or beneficiaries to receive payments of the Participant’s account upon the Participant’s death. The beneficiary appointment shall be made ina form to be supplied by the Administrator and may be revoked or superseded at any time by the Participant’s written direction. In the absence of a proper appointment of a beneficiary, or if the appointed beneficiary or beneficiaries fail to survive the Participant, the

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

Participant’s beneficiary shall be the Participant’s estate.

(f) Withholding Payment. If the Administrator has any doubt as to the location of the Participant or the proper beneficiary hereunder, the Administrator shall have the right to direct the Company to withhold payment until the matter is finally adjudicated. Moreover, the Administrator may direct the Company to withhold payment if the Administrator reasonably anticipates that the payment will violate then current federal securities laws or other applicable law, provided that the payment shall be made at the earliest date at which the Administrator reasonably anticipates that the making of the payment will not cause such violation. Any payment made by the Company in good faith and in accordance with the terms of the Plan and the directions of the Administrator shall fully discharge any liability of the Company or the Plan with respect to such payment. This provision shall be applied in a manner which is consistent with Section409A.

(g) Incompetency. If the Administrator determines that a benefit under the Plan is to be paid to a minor, a person declared incompetent or a person incapable of handling the disposition of that person’s property, then, until a claim for such benefit has been made by a duly appointed guardian or other legal representative, the Administrator may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person, or, solely in the case of a minor, to a custodian under the Uniform Gifts to Minors Act or similar statute. Any such payment shall be a payment for the account of the Participant or his or her beneficiary, as applicable, and fully discharge any liability of the Company or the Plan with respect to suchpayment.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

10. Administration and Amendment of thePlan.

(a) Powers of the Administrator. Full power and authority to construe and interpret the Plan and make all decisions regarding eligibility and benefits shall be vested in the Administrator, except as otherwise provided in Paragraph 10(c). Subject to Paragraph 11, decisions hereunder by the Administrator or any other authorized individual or entity shall be final, conclusive and binding on all parties, including Employees, Participants and theCompany.

(b) Expenses of the Plan. The expenses of administering the Plan shall be borne by theCompany.

(c) Amendment and Termination. The Committee in its sole discretion may (i)°amend, suspend or terminate the Plan and (ii) supplement or replace the Plan with or by other deferred compensation plans; provided, however, that no amendment to the provisions providing for the payment of compensation in the form of stock of the Company shall be effective unless approved by the shareholders of the Company to the extent such approval is required by applicable law. Notwithstanding the foregoing sentence, the Administrator in its sole discretion may also amend the Plan to the extent the Administrator determines necessary or advisable to (x) implement legally required changes or (y) incorporate administrative changes that will not result in a substantial adverse financial effect on theCompany.

(d) Participants’ Rights. No amendment, suspension or termination of the Plan shall affect any Award already granted or any deferral already made, and in the event of any such change, any deferred compensation credited to a Participant’s account shall be paid as provided herein. No Participant 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 compensation credited to his or her account. The Plan shall not be subject to any mistake of factclaim.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

11. ClaimsProcedure.

(a) Filing a Claim. A Participant or a beneficiary (the “Claimant”), or the authorized representative of either, who believes that the Participant or beneficiary has been denied benefits to which he or she is entitled under the Plan may file a written claim for such benefits with the Administrator. Any claim must be in writing and must contain the reason for making the claim, the facts supporting the claim, the amount claimed and the Claimant’s name and his or her (or his or her authorized representative’s)address.

(b) Claim Review. Claims shall be decided by the Administrator, who will generally make his or her decision with respect to a claim and notify the Claimant (or his or her authorized representative) in writing of such decision within 90 days after receiving the claim. The Administrator may extend this 90-day period for an additional 90 days if he or she determines that special circumstances require additional time to process the claim. The Administrator shall notify the Claimant (or his or her authorized representative) in writingof any such extension within 90 days of receiving the claim. The notice will include the reasons why the extension is necessary and the date by which the Administrator expects to render his or her decision on theclaim.

If the Participant’s claim is partially or completely denied, the written notice to the Claimant (or his or her authorized representative) shall include:

(i) The specific reason or reasons for thedenial;

(ii) Reference to the specific Plan provisions on which the denialis based;

(iii) A description of any additional material or information necessaryfor the Claimant to perfect the claim and an explanation of why such material or information is necessary;and

(iv) A description of the Plan’s claim appeal procedure (and the time limits applicable thereto), including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination on appeal.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

If a Claimant submits a claim in accordance with the procedure described above and does not hear from the Administrator within 90 days, the Claimant may consider the claim denied.

(c) Appealing a Claim Denial. If a claim is partially or completely denied, the Claimant has the right to appeal the denial. To appeal a claim denial, the Claimant (or his or her authorized representative) must file a written request for appeal with the Administrator within 60 days after receiving written notice of the claim denial. This written request for appeal shouldinclude:

(i) A statement of the grounds on which the appeal isbased;

(ii) Reference to the specific Plan provisions that support theclaim;

(iii) The reasons or arguments why the Claimant believes the claimshould be granted and the evidence supporting each reason or argument;and

(iv) Any other comments, documents, records or information relatingto the claim that the Claimant wishes tosubmit.

The Claimant (or his or her authorized representative) will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (within the meaning of 29 C.F.R.

§ 2560.503-1(m)(8)) to his or her claim.

(d) Decision on Appeal. Appeals shall be decided by the Administrator, which will generally render its decision with respect to an appeal and notify the Claimant (or his or her authorized representative) in writing of such decision within 60 days after receiving the appeal. The Administrator may extend this 60-day period for an additional 60 days if it determines that special circumstances require additional time to process the appeal. The

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

Administrator shall notify the Claimant (or his or herauthorizedrepresentative) in writing of any such extension within 60 days of receiving the appeal. The notice will include the reasons why the extension is necessary and the date by which the Administrator expects to render its decision on the appeal. In reaching its decision, the Administrator will take into account all of the comments, documents, records and other information that the Claimant (or his or her authorized representative) submitted, without regard to whether such information was submitted or considered by the Administrator in its initial denial of theclaim.

If a claim is partially or completely denied on appeal, the written notice of claim denial shall include the following:

(i) The specific reason or reasons for thedenial;

(ii) Reference to the specific Plan provisions on which the denialis based;

(iii) A statement that the Claimant (or his or her authorizedrepresentative) is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to the claim;and

(iv) A statement of the Claimant’s right to bring an action under Section 502(a) ofERISA.

If a Claimant files an appeal in accordance with the procedure described above and does not hear from the Administrator within 60 days, the Claimant may consider the appeal denied.

(e) Filing Suit. A Participant or his or her beneficiary must comply with the claim and appeal procedures described in this Paragraph 11 before seeking any other legal recourse (including filing a lawsuit) regarding claims for benefits. If a Claimant wishes to file a court action after exhaustingthe

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

procedures set forth in this Paragraph 11, the Claimant (or his or her authorized representative) must file such action in a court of competent jurisdiction within the first of the following dates to occur: (1) three years after the date on which eligibility or benefits are denied or the Participant or Beneficiary should have reasonably known eligibility or benefits are denied;

(2) one year after the date on which the Claimant (or his or her authorized representative) received the written denial of the appeal; and (3) one year after the date the claim or appeal is deemed denied due to the expiration of the applicable review period. Court actions may not be commenced after this one-year period. Any judicial review of the Administrator’s decision on a claim shall be limited to whether, in the particular instance, the Administrator abused its discretion. In no event will such judicial review be on a de novo basis, because the Administrator has discretionary authority to determine eligibility for (and the amount of) benefits under the Plan and to construe and interpret the terms and provisions of the Plan.

(f) Claims Involving Applications for Unforeseeable Emergency Distributions. Notwithstanding the foregoing, any claim or appeal involving an application for a distribution due to an Unforeseeable Emergency shall be decided by the Committee. With respect to any such claim or appeal, all references to the Administrator in the foregoing provisions shall be deemed to refer instead to theCommittee.

(g) Disability Claims. Notwithstanding the foregoing, in the event any claim requires a medical determination as to whether or not a Participant is disabled, such determination shall be made in accordance with the Department of Labor regulations under Section 503 of ERISA applicable to disability claims. Any such claim shall be decided by the Weyerhaeuser Company Administrative Committee (or its delegate) and any appeal with respect to such claim shall be decided by the President and Chief Executive Officer of WeyerhaeuserCompany.

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

12. Miscellaneous.

(a) Rights Unsecured. The right of a Participant or his or her beneficiary to receive a payment hereunder will be an unsecured claim against the general assets of the Company, and neither the Participant nor his or her beneficiary will 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, will continue for all purposes to be part of the general assets of the Company and will 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 will be that of an unfunded and unsecured promise to pay benefits in thefuture.

(b) Construction of Plan. Nothing in the Plan shall be construed to give any Employee (or any other person) any right to receive Awards or any othertype 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. Establishment and maintenance of the Plan shall not be construed to give any Eligible Employee (or any other person) the right to be retained as an Employee or as a member of the Board of Directors of Weyerhaeuser Company. 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 headingsused

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

herein are included for ease of reference only and are not to be construed so as to alter the terms hereof.

(c) Alienation Prohibited. Amounts credited to a Participant’s accounts are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rightto any benefit hereunder will be null and void and not binding on the Plan or the Company.

(d) 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 lawto 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 applicablelaw.

(e) No Guaranty of Tax Consequences. None of the Company, the Administrator, the Committee or any other person guaranties any particular federal or state income, payroll, personal property or other taxconsequence will occur because of participation in the Plan. A Participant shouldconsult with professional tax advisors regarding all questions relative to the tax consequences arising from participation in thePlan.

(f) Participant’s Cooperation. A Participant shall cooperate with the Company by furnishing any and all information requested 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 thePlan.

(g) 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’ssuccessors

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

and assigns, including, without limitation, any entity into which the Company may be merged or with which the Company may be consolidated.

(h) 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, will be governed by the laws of the State of Washington without giving effect to the choice or conflicts of lawprovisions 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.

(i) Notice. Any notice required to be furnished by a Participant shall bedeemed to be provided if sent in accordance with information and instructions communicated to Participants from time totime.

*****

IN WITNESS WHEREOF, Weyerhaeuser Company has caused this Plan to be duly executed on the date set forth below.

WEYERHAEUSER COMPANY

Date:By:

Title:

WEYERHAEUSER COMPANY

2023 DEFERRED COMPENSATION PLAN

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Exhibit 10.1

Weyerhaeuser Company 2023 Deferred CompensationPlan

Schedule A Award Plans

Weyerhaeuser Company Annual Incentive Plan

WEYERHAEUSER COMPANY

2023 DEFERREDCOMPENSATIONPLAN-1-

EX-10.2

Exhibit 10.2

Executive Severance Agreement

Weyerhaeuser Company

Severance

Table of Contents

Page

Article 1Term of This Agreement1

Article 2Definitions1

Article 3Participation and Continuing Eligibility Under This Agreement3

Article 4Severance Benefits3

Article 5Form and Timing of Severance Benefits5

Article 6The Company’s Payment Obligation6

Article 7Dispute Resolution6

Article 8Successors and Assignment7

Article 9Section 409A7

Article 10Miscellaneous8

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Severance

Weyerhaeuser Company

________(Executive)
Severance Agreement

THIS EXECUTIVE SEVERANCE AGREEMENT is made and entered into by and between Weyerhaeuser Company (hereinafter referred to as the “Company”) and __________.

Article 1. Term of This Agreement

This Agreement shall commence on the Effective Date and shall terminate on December 31, 2025; provided, however, that commencing on December 31, 2025 and each December 31 thereafter, the term of this Agreement shall be automatically extended for one additional year unless, not later than thirty (30) calendar days prior to such December 31, the Company or Executive shall have given notice that such party does not wish to extend the term of this Agreement.

Article 2. Definitions

Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a)“Agreement” means this Executive Severance Agreement.

(b)“Authorizing Executive” means the Company’s Senior Vice President overseeing Human Resources; except that, for purposes of the executive severance agreement between the Company and the Company’s Senior Vice President overseeing Human Resources, “Authorizing Executive” means the Senior Vice President and General Counsel.

(c)“Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.

(d)“Beneficiary” means the persons or entities designated or deemed designated by an Executive pursuant to Section 10.2.

(e)“Board” means the Board of Directors of the Company.

(f)“Cause” means the definition of “Cause” (or words of similar import) set forth in the Executive’s employment agreement in effect at the time of the termination of the Executive’s employment or if there is no such agreement or such term is not defined therein, as determined by the Committee in good faith, the Executive’s:

(i)Unauthorized misuse of the trade secrets or proprietary information of the Company or any affiliate;

(ii)Gross negligence or willful and continued failure to perform substantially the Executive’s duties with the Company that is reasonably likely to cause material harm to the Company;

(iii)Conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude;

(iv)Willfully engaging in illegal conduct or gross misconduct that is reasonably likely to cause material harm to the Company; or

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Severance

(v)Material failure to cooperate in good faith with a governmental or internal investigation of the Company, any affiliate or any of their respective directors, officers or employees, if the Company has requested the Executive’s cooperation.

For purposes of this Section 2(f), no act or omission by the Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act or failure to act based on (A) authority given pursuant to a resolution duly adopted by the Board or (B) advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company.

(g)“COC” of the Company shall have the definition set forth in the COC Agreement.

(h)“COC Agreement” means the Executive Change in Control Agreement between the Company and the Executive, as such agreement may be amended, supplemented or otherwise modified from time to time, or, if such agreement is no longer in effect, any successor agreement thereto.

(i)“Code” means the United States Internal Revenue Code of 1986, as amended.

(j)“Committee” means the Compensation Committee of the Board, or any other committee appointed by the Board to perform the functions of the Compensation Committee.

(k)“Company” means Weyerhaeuser Company, a Washington corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9.

(l)“Comparable Employment”  means employment terms that do not:

(i)result in a material reduction in the Executive’s authority, duties or responsibilities existing immediately prior to the termination;

(ii)require the Executive’s primary work location to be based at a location that is at least 50 miles farther from the Executive’s primary residence immediately prior to the termination, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations immediately prior to the termination; or

(iii)include a material reduction in the Executive’s annual salary, benefits coverage in the aggregate, or level of participation in the Company’s short- or long-term incentive compensation plans available to the Executive immediately prior to the termination; provided, however, that the reductions in the level of benefits coverage or participation in incentive compensation plans shall be considered to be Comparable Employment if such reductions are substantially consistent with the average level of benefits coverage or participation in incentive plans of other executive officers with positions commensurate with the Executive’s position at the Company, its subsidiary or the acquiring company.

(m)“Disability” shall have the meaning ascribed to such term in the Weyerhaeuser Pension Plan, as amended from time to time.

(n)“Effective Date” means the date this Agreement is fully executed by the parties hereto.

(o)“Effective Date of Termination” means the date on which a Qualifying Termination occurs.

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Severance

(p)“Equity Awards” means any awards made from time to time to the Executive of options to purchase the Company’s common stock, restricted shares of the Company’s common stock, stock appreciation rights, stock units denominated in units of the Company’s common stock, performance shares, dividend equivalents, or other incentive awards payable in shares of the Company’s common stock under the terms of the LTIP.

(q)“Executive” means an executive officer who serves on the senior management team of the Company and who has been presented with and signed this Agreement.

(r)“LTIP” means the Weyerhaeuser Company 2022 Long-Term Incentive Plan, the Weyerhaeuser Company 2013 Long-Term Incentive Plan, the Weyerhaeuser Company 2004 Long-Term Incentive Plan or any predecessor or successor long-term incentive plan under which Equity Awards have or may be granted to the Executive from time to time.

(s)“Non-Competition and Release Agreement” is an agreement, in substantially the form attached hereto in Annex A, executed by and between the Executive and the Company as a condition to the Executive’s receipt of Severance Benefits.

(t)“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).

(u)“Protection Period” means any time within the twenty-four (24) full calendar months after the month in which a COC has occurred.

(v)“Qualifying Termination” is defined in Section 4.1.

(w)“Release Deadline Date” is defined in Section 4.5.

(x)“Release Effective Date” is defined in Section 4.5.

(y)“Severance Benefits” means the Severance Benefits described in Section 4.2.

(z)“Trade Secrets” means anything that would constitute a “trade secret” under applicable law.

Article 3. Participation and Continuing Eligibility Under This Agreement

Subject to the other terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

Article 4. Severance Benefits

4.1. Right to Severance Benefits; Qualifying Termination.  

(a)Subject to Section 4.1(b) and Section 4.5, the Executive shall be eligible to receive an offer of Severance Benefits, as described in Section 4.2, only if Executive experiences a Qualifying Termination.  For purposes of this Agreement, a “Qualifying Termination” means an involuntary termination of the Executive’s employment by the Company without Cause at any time outside of the Protection Period.  For the avoidance of doubt, a Qualifying Termination shall not include any of the following events:  (i) a voluntary termination of employment by the Executive for any reason, (ii) an involuntary termination of the Executive’s employment by the Company for Cause, (iii) termination of the Executive’s employment due to mandatory retirement under the Company’s applicable policies (if any), or (iv) termination of the Executive’s employment due to the Executive’s death or Disability.

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Severance

(b)Notwithstanding anything herein to the contrary, the Executive shall be deemed to not have experienced a Qualifying Termination if the Executive is (i) offered a position reasonably deemed to be Comparable Employment by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary or full-time capacity, (ii) offered a contract to serve as a consultant or contractor by the Company or any subsidiary or affiliate of the Company containing terms and conditions reasonably deemed to be Comparable Employment, or (iii) offered Comparable Employment or a contract to serve as a consultant or contractor by an entity acquiring assets of the Company or the business in which the Executive was employed containing terms and conditions reasonably deemed to be Comparable Employment.  In addition, the Executive shall be deemed to not have experienced a Qualifying Termination if Executive’s employment with the Company is terminated as a result of the acquisition (either through the sale of assets or the sale of stock) or the outsourcing of the services previously provided internally by Company employees of the unit in which the Executive was employed, and the Executive is offered a position by the acquiring entity reasonably deemed to be Comparable Employment.

(c)The Executive is not eligible to receive both severance benefits under the COC Agreement and Severance Benefits hereunder. Accordingly, if the Executive receives an offer of severance benefits under the COC Agreement, Executive shall not receive an offer of Severance Benefits hereunder. However, if the Executive suffers a Qualifying Termination, and if the Company has undergone a COC such that the Executive’s Effective Date of Termination falls within the window period described in Section 4.2 of the COC Agreement, the Executive’s total Severance Benefits shall equal the amounts described as severance benefits under the COC Agreement.

4.2.Description of Severance Benefits.  In the event that the Executive becomes eligible to receive Severance Benefits in accordance with Section 4.1 (and, for the avoidance of doubt, subject to the Executive’s execution and non-revocation of the Non-Competition and Release Agreement as set forth in Section 4.5), the Company shall pay or provide the Executive with the following:

(a)An amount equal to one and one-half (1½) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.

(b)An amount equal to one and one-half (1½) the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs; provided, that if the Executive’s Effective Date of Termination occurs on or following January 1 of any calendar year and prior to the Company establishing target annual bonuses for such calendar year, then the Executive’s target annual bonus for purposes of this Section 4.2(b) shall be Executive’s target annual bonus for the bonus plan year in effect immediately prior to the year in which the Effective Date of Termination occurs.

(c)An amount equal to the Executive’s unpaid actual bonus based on Company performance against goals for the bonus plan year in which the Executive’s Effective Date of Termination occurs, but with any applicable individual performance goals deemed to be achieved at target, multiplied by a fraction, the numerator of which is the number of days completed in such plan year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365); provided, that if the Executive’s Effective Date of Termination occurs on or following January 1 of any calendar year and prior to the Company establishing target annual bonuses for such calendar year, then the Executive’s target annual bonus for purposes of this Section 4.2(c) shall be Executive’s target annual bonus for the bonus plan year in effect immediately prior to the year in which the Effective Date of Termination occurs. Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.

(d)A lump sum payment of thirty thousand dollars ($30,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and

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Severance

welfare coverage for a reasonable period following the Executive’s Effective Date of Termination and outplacement services.

For the avoidance of doubt, the Executive’s equity incentive awards shall be treated in accordance with the terms of the applicable LTIP and the applicable award agreement.  In addition, if any of the provisions of this Agreement conflict with the provisions of the LTIP or the applicable award agreement, the LTIP or the applicable award agreement shall control.

4.3.Termination for Any Reason or Resignation by the Executive. Upon the termination of the Executive’s employment for any reason, the Company shall pay the Executive all Base Salary and accrued vacation through the last day worked, at the rate then in effect, plus all other amounts to which the Executive is entitled under any compensation plans of the Company, at the time such payments are due.  In the event the Executive’s termination of employment is not a Qualifying Termination, the Company shall have no further obligations to the Executive under this Agreement.

4.4.Notice of Termination. Any termination by the Company under this Article 4 shall be communicated by a Notice of Termination, which shall be delivered to the Executive no later than the Effective Date of Termination, unless the Executive is terminated for Cause, in which case no Notice of Termination is required. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate whether or not such termination is for Cause and the Effective Date of Termination.

4.5.Delivery of Non-Competition and Release Agreement. The payment of Severance Benefits is conditioned on the Executive’s timely execution, delivery and non-revocation of the Non-Competition and Release Agreement. The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination to the Executive.  The Non-Competition and Release Agreement becomes effective on the eighth day after the Executive executes it, provided that the Executive does not revoke it in the seven days after execution (“Release Effective Date”).  In all cases, the Release Effective Date must be no later than the 60th day following the Effective Date of Termination (the “Release Deadline Date”).  If the Release Effective Date is not before the Release Deadline Date, the Executive shall forfeit any right to Severance Benefits.  In no event shall any Severance Benefits be paid or provided before the Non-Competition and Release Agreement becomes effective and irrevocable.

To support the enforcement of the Non-Competition and Release Agreement, the parties agree that the minimum value of the Non-Competition and Release Agreement at the time this Agreement was entered into was at least one and one-half (1½) times the Executive’s Base Salary which has been incorporated into the severance formula contained in Section 4.2.

4.6.Resignations. Upon termination of Executive’s employment or service for any reason, Executive hereby agrees that Executive also resigns any and all positions with the Company or any of its Affiliates, whether as an officer, director, employee, or agent, in each case effective on the Effective Date of Termination.  Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but Executive shall be treated for all purposes as having so resigned upon the Effective Date of Termination or termination of service, regardless of when or whether Executive executes any such documentation. For the avoidance of doubt, Executive hereby agrees that the foregoing referenced termination of employment with the Company and resignations from any and all other positions with the Company or any of its Affiliates shall not be predicated or conditioned on Executive receiving the severance set forth in Section 4.2 or the Executive’s execution and non-revocation of the Non-Competition and Release Agreement in compliance with Section 4.5 of this Agreement.

Article 5. Form and Timing of Severance Benefits

5.1.Form and Timing of Severance Benefits. The Severance Benefits described in Sections 4.2 (a), (b) and (d) shall be paid in cash to the Executive in a single lump sum, subject to the satisfaction of the Non-Competition and Release Agreement requirements described in Section 4.5, as soon as practicable following the Effective Date of Termination, but in no event later than sixty (60) days following the Effective Date of Termination and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision). The Severance Benefit described in Section 4.2(c) shall be paid to the Executive in a single lump sum, subject to the satisfaction of the Non-Competition and Release Agreement requirements described in Section 4.5, as soon as practicable

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following the end of the year in which the Executive’s Effective Date of Termination occurs and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), subject to any deferral election by the Executive under an available deferred compensation plan that is applicable to such amount.

5.2.Withholding of Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement all taxes as legally shall be required (including, without limitation, any United States federal taxes and any other state, city, or local taxes).

Article 6. The Company’s Payment Obligation

6.1.Mitigation. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement.  Any compensation payable to the Executive or for the benefit of the Executive under this Agreement may be reduced by, or offset against, any amount owing by the Executive to the Company or any of its Affiliates; provided, however, except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to the Executive or for the benefit of the Executive under this Agreement may not be reduced by, or offset against, any amount owing by the Executive to the Company or any of its Affiliates.

6.2.Contractual Rights to Benefits. Subject to Section 6.3, this Agreement establishes and vests in the Executive a contractual right to the benefits to which the Executive may become entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

6.3.Forfeiture of Severance Benefits and Other Payments. Notwithstanding any other provision of this Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in the Executive’s Non-Competition and Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all Severance Benefits and other payments already provided to the Executive under this Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid Severance Benefits and other payments hereunder. The Severance Benefits shall be subject to (a) forfeiture provisions in any other agreements between the Executive and the Company and (b) any recoupment, clawback or similar policy of the Company as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of previously paid compensation.

Article 7. Dispute Resolution

7.1.Claims Procedure. The Executive may file a written claim relating to this Agreement with the Authorizing Executive, who shall consider such claim and notify the Executive in writing of his or her decision with respect thereto within ninety (90) days (or within such longer period not to exceed one hundred eighty (180) days, as the Authorizing Executive determines is necessary to review the claim, provided that the Authorizing Executive notifies the Executive in writing of the extension within the original ninety (90) day period). If the claim is denied, in whole or in part, the Executive may appeal such denial to the Committee, provided the Executive does so in writing within sixty (60) days of receiving the determination by the Authorizing Executive. The Committee shall consider the appeal and notify the Executive in writing of its decision with respect thereto within sixty (60) days (or within such longer period not to exceed one hundred twenty (120) days as the Committee determines is necessary to review the

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appeal, provided that the Committee notifies the Executive in writing of the extension within the original sixty (60) day period).

7.2.Finality of Determination. The determination of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement shall be final, binding, and conclusive on all persons and shall be given the greatest deference permitted by law.

Article 8. Successors and Assignment

8.1.Successors to the Company. This Agreement shall be binding on the successors of the Company.

8.2.Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by each of the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

Article 9. Section 409A

All Severance Benefits and reimbursements payable in cash to the Executive under this Agreement are intended to comply with the “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be excepted from coverage under Section 409A of the Code (“Section 409A”).  In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final Treasury regulations and guidance promulgated thereunder.

Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year, and no amounts payable with respect to Executive’s equity interest (if any) in the Company shall offset or reduce amounts payable to the Executive under this Agreement.

For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company.

Notwithstanding any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service (as defined in Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six-month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive

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is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits.

To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes.

Article 10. Miscellaneous

10.1.Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will,” and may be terminated by either the Executive or the Company at any time, subject to applicable law.

10.2.Beneficiaries. The Executive may designate one or more persons or entities as the primary or contingent Beneficiaries of any Severance Benefits owing to the Executive under this Agreement. Such designation must be in the form of a signed writing acceptable to the Committee and pursuant to such other procedures as the Committee may decide. If no such designation is on file with the Company at the time of the Executive’s death, or if no designated Beneficiaries survive the Executive for more than fourteen (14) days, any Severance Benefits owing to the Executive under this Agreement shall be paid to the Executive’s estate.

10.3.Number. Except where otherwise indicated by the context, the plural shall include the singular, and the singular shall include the plural.

10.4.Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

10.5.Counterparts, Facsimiles & Email Transmissions.  This Agreement and all documents relating hereto may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” or similar format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such

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signature is executed) with the same force and effect as if such facsimile or signature page were an original thereof.

10.6.Modification. Except as provided in Article 1, no provision of this Agreement may be modified, waived, or discharged following the Effective Date of Termination unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized member of the Committee or a designee of such authorized member of the Committee, or by the respective parties’ legal representatives and successors.

10.7.Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company (including the Executive Severance Agreement that terminated on August 12, 2022) other than the COC Agreement, and is in lieu of any notice requirement, policy, or practice. As such, the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company other than a termination that entitles the Executive to severance benefits under the terms of the COC Agreement. In addition, Severance Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

10.8.Applicable Law. To the extent not preempted by the laws of the United States, the laws of the state of Washington shall be the controlling law in all matters relating to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates appearing below.

Weyerhaeuser CompanyExecutive

By:By:_______________________________

Its:Name: ____________________________

Date: __________________________ 2022Date: ______________________ 2022

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ANNEX A

NON-COMPETITION AND RELEASE AGREEMENT
FOR THE EXECUTIVE SEVERANCE AGREEMENT

1.Parties

The parties to this Non-Competition and Release Agreement are (“Executive”) and WEYERHAEUSER COMPANY, a Washington corporation, and all successors thereto (“Company”).

2.Date

The date of this Non-Competition and Release Agreement (this “Release Agreement”) is , 20 (the “Date of this Agreement”).

3.Recitals

Executive’s employment with Company is ending. Executive is party to that certain Weyerhaeuser Company Executive Severance Agreement dated as of _________, 20__ (“Severance Agreement”), and is eligible for Severance Benefits under the Severance Agreement on condition that Executive executes and does not revoke a non-competition and release agreement pursuant to the terms and conditions of the Severance Agreement. This Release Agreement sets forth the terms of Executive’s severance from Company.

4.Defined Terms

When defined terms from the Severance Agreement are used herein and not otherwise defined, they shall have the same definitions as provided in the Severance Agreement.

5.Termination of Employment

Effective , 20, Executive’s employment with Company terminated (“Termination Date”).  Consistent with Section 4.6 of the Severance Agreement, Executive hereby agrees that Executive has also resigned any and all other positions with the Company or any of its Affiliates, whether as an officer, director, employee, or agent, in each case effective on the Termination Date.  Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but Executive shall be treated for all purposes as having so resigned upon the Termination Date, regardless of when or whether Executive executes any such documentation.

6.Payments

Upon expiration of the Revocation Period, defined below, without exercise of the right to revoke, Executive shall receive or be entitled to receive the Severance Benefits and other payments to the extent set forth in the Severance Agreement.  Such payments shall be subject to all terms and conditions of the Severance Agreement, including, but not limited to, the forfeiture provisions of Section 6.3 thereof.

Notwithstanding any other provision of this Release Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in this Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all Severance Benefits and other payments already provided to the Executive under the Severance Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid Severance Benefits and other payments hereunder. The Severance Benefits shall be subject to (a) forfeiture provisions in any other agreements between the Executive and the Company and (b) any recoupment, clawback or similar policy of the Company as it may be in effect from time to time, as well as any similar provisions of

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applicable law, any of which could in certain circumstances require repayment or forfeiture of previously paid compensation.

7.Release

In consideration of the payments to be made under the Severance Agreement, which Executive acknowledges Executive would not otherwise be entitled to receive, Executive agrees that the consideration provided under the Severance Agreement represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, direct and indirect parents and subsidiaries, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, predecessor and successor corporations and assigns, and all persons acting with or on behalf of them (collectively, the “Releasees”).  Executive, on Executive’s own behalf and on behalf of Executive’s heirs, family members, executors, agents, and assigns, hereby and forever releases and discharges the Releasees, and each of them, from any and all claims, liability, demands, rights, damages, costs, attorneys’ fees, and expenses of whatever nature that exist as of the date of execution of this Release Agreement, whether known or unknown, foreseen or unforeseen, asserted or unasserted, including, but not limited to:  (i) all claims arising out of Executive’s employment and/or Executive’s termination from employment, including all claims arising out of applicable state and federal laws, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, state and federal Family Leave Acts, and any other applicable tort, contract, or other common law theories, (ii) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company and/or any of the Releasees, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, (iii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits, (iv) any and all claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between any Releasee and Executive existing as of the date hereof (whether or not known or arising before, on or after the date Executive executes this Release Agreement), (v) any and all claims for violation of the federal or any state constitution, (vi) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination, (vii) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of the Severance Agreement, (viii) any and all claims for attorneys’ fees and costs and (ix) any other claims whatsoever.  

This Release Agreement shall not affect Executive’s entitlement to any vested compensatory payments or other benefits due to Executive following the expiration of the Revocation Period pursuant to the terms and conditions of any applicable benefit plans, programs and agreements maintained by Company for the benefit of Executive or to which Company and Executive are parties.  Nothing in this Agreement will be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or comparable state or local agency; provided, however, that, notwithstanding the foregoing, Executive agrees to waive any right to recover monetary damages or other personal legal relief in connection with any such charge, investigation, proceeding, or related lawsuit.

This Release Agreement does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Executive the right to

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recover any monetary damages against the Company and/or any of the Releasees; and Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company and/or any of the Releasees).  Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Release Agreement.

Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this Release Agreement is knowing and voluntary.  Executive agrees that this Release Agreement does not apply to any rights or claims that may arise under the ADEA after the date Executive executes this Release Agreement.  Executive acknowledges that the consideration given for this Release Agreement is in addition to anything of value to which Executive was already entitled.

Executive acknowledges that Executive has been advised to consult with legal counsel and that Executive is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in Executive’s favor at the time of executing the release, which, if known by Executive, must have materially affected Executive’s settlement with the Releasee.  Executive, being aware of said principle, agrees to expressly waive any rights Executive may have to that effect, as well as under any other statute or common law principles of similar effect.

8.Confidentiality Agreement

8.1.Company’s Confidential Information. During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Confidential Information. As used herein, “Confidential Information” refers to any and all information of a confidential, proprietary, or trade secret nature that is maintained in confidence by Company for the protection of its business. Confidential Information includes, but is not limited to, Company information about or related to (i) any current or planned products; (ii) research and development or investigations related to prospective products; (iii) proprietary software, inventions, and systems; (iv) suppliers or customers; (v) cost information, profits, sales information, and accounting and unpublished financial information; (vi) business and marketing plans and methods; (vii) any other information not generally known to the public that, if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company; (viii) any confidential information related to any client, customer, vendor or supplier of the Company; and (ix) financial, technical, sales, marketing, promotional, manufacturing, development and personnel information, customer and prospective customer lists, supplier and prospective supplier lists, Trade Secrets, designs, product formulations, product specifications, terms of arrangements with clients, customers, vendors or suppliers, training, service and business manuals, training courses and other training and instructional materials, other proprietary information valuable to the operation of the Company and any other information related to the Company that the Company or its affiliates considered or considers to be, and treated or treats as confidential, and all notes, analyses, compilations, summaries, extracts, studies, interpretations or other materials that contain, reflect or are based upon, in whole or in part, any such information, however recorded or preserved, whether written, maintained in the mind or memory of Executive or oral and regardless of whether or not specifically marked as confidential; provided, however, that Confidential Information does not include information that was, is now, or becomes generally available to the public (but not as a result of a breach of any duty of confidentiality by Executive).

8.2.Nondisclosure of Confidential Information. Executive acknowledges that the Confidential Information is a special, valuable, and unique asset of Company. Executive agrees to keep in confidence and trust all Confidential Information for so long as such information is not generally known to the public or to persons outside Company who could obtain economic value from its use. Executive agrees that Executive shall not directly or indirectly use the Confidential Information for the benefit of Executive or any other person or entity.

8.3.Protected Rights; Limited Trade Secret Immunity. Notwithstanding any other provision of this Release Agreement, nothing contained in this Release Agreement prevents Executive from providing

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truthful testimony in response to a lawfully-issued subpoena or court order or limits Executive’s ability to communicate with any governmental entity (including for purposes of exercising any legally protected whistleblower rights) or otherwise participate in any investigation or proceeding that may be conducted by any governmental entity, including providing non-privileged documents or other information, without notice to the Company.

Executive acknowledges that Executive has been notified that under the Defend Trade Secrets Act:  (A) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is:  (x) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law, or (y) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (B) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

8.4.Legal Process.  In the event that Executive or any of Executive’s affiliates is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any legal proceeding before any governmental entity, to disclose any Confidential Information or Trade Secrets during the applicable restricted period specified in Section 8.1, Executive shall deliver prompt written notice to the General Counsel of the Company of such request or requirement (except to the extent prohibited by applicable law) so that the Company may, at its expense, seek an appropriate protective order or other remedy and Executive shall cooperate with the Company, at the Company’s expense, to obtain such protective order.  In the event that such protective order or other remedy is not obtained or the Company waives in writing compliance with this Section 8, Executive shall furnish only that portion of the Confidential Information or Trade Secrets which is legally required to be disclosed.

9.Non-solicitation and Non-disparagement

9.1.Non-solicitation of Employees. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any employee of Company, any successor corporation, or a subsidiary of Company to work for Executive or any competing company or competing business organization.

9.2.Non-solicitation of Customers and Vendors. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any customer, vendor, or supplier of Company to end its relationship with Company.

9.3. Non-disparagement.  Neither party hereto shall make any oral or written statement about the other party which is intended or reasonably likely to have the effect of: (i) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon the other party or any of the Releasees: or (ii) accusing or implying that either party or any of the Releasees engaged in any wrongful, unlawful or improper conduct. The foregoing restrictions shall not apply to any testimony that either party is compelled by law to give (whether written or verbal).

10.Non-competition

Executive agrees that for a period of one (1) year following the Termination Date, Executive shall not directly or indirectly, whether as an employee, officer, director, shareholder, investor, agent, advisor or consultant, engage or participate in any business that competes with Company, provided that nothing in this Section 10 shall preclude Executive from (i) performing any services on behalf of an investment banking, commercial banking, auditing, or consulting firm or (ii) investing five percent (5%) or less in the common

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stock of any publicly traded company, provided such investment does not give Executive the right or ability to control or influence the policy decisions of any competing business.

11.Review and Rescission Rights

Executive has forty-five (45) days from the Date of this Agreement (the “Review Period”) within which to decide whether to sign this Release Agreement. If Executive signs this Release Agreement, Executive may revoke this Release Agreement if, within seven (7) days after signing (the “Revocation Period”), Executive delivers notice in writing to the General Counsel of the Company.

This Release Agreement will not become effective, and the Severance Benefits dependent on the execution of this Release Agreement will not become payable, unless and until this Release Agreement is signed within the Review Period, the Revocation Period expires, and Executive has not exercised the right to revoke this Release Agreement during the Revocation Period.

Executive may sign this Release Agreement prior to the end of the forty-five (45) day Review Period, thereby commencing the seven (7) day Revocation Period. Whether Executive decides to sign before the end of the Review Period is entirely up to Executive.

Executive will receive the same severance payments regardless of when Executive signs this Release Agreement, as long as Executive signs prior to the end of the Review Period and does not revoke this Release Agreement within the Revocation Period.

Executive acknowledges that Executive’s release of rights is in exchange for Severance Benefits to which Executive otherwise legally would not be entitled.

Executive acknowledges that if Executive revokes, or does not sign this Release Agreement within the Review Period, Executive forfeits all Severance Benefits.

12.Advice of Counsel

Executive acknowledges that Executive has been advised to consult with an attorney before signing this Release Agreement.  Executive warrants and agrees that Executive has carefully read and understands this Agreement.

13.Disputes

Any dispute or claim that arises out of or relates to this Release Agreement shall be resolved in accordance with the provisions of Article 7 of the Severance Agreement. Notwithstanding the provisions of this Section 13, any claim by Company for injunctive relief under the provisions of Section 8, 9, or 10 herein, or any subparts thereof, shall not be subject to the terms of this Section 13.

14.Governing Law; Venue

To the extent not preempted by the laws of the United States, Washington law governs this Release Agreement, notwithstanding its choice of law rules. Each of the parties submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington in any action or dispute arising out of or relating to this Release Agreement and agrees that all claims in respect of such action or dispute may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Release Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or dispute so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.

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15.Counterparts, Facsimiles & Email Transmissions

This Release Agreement and all documents relating hereto may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” or similar format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or signature page were an original thereof.

16. Entire Agreement

All of the parties’ agreements, covenants, representations, and warranties, express or implied, oral or written, concerning the subject matter of this Release Agreement are contained in this Release Agreement. All prior and contemporaneous conversations, negotiations, agreements, representations, covenants, and warranties concerning the subject matter of this Release Agreement are merged into this Release Agreement. This is an integrated agreement.

17.Miscellaneous

The benefits and obligations of this Release Agreement shall inure to the successors and assigns of the parties. The parties acknowledge that the only consideration for this Release Agreement is the consideration expressly described herein, that each party fully understands the meaning and intent of this Release Agreement, that this Release Agreement has been executed voluntarily, and that the terms of this Release Agreement are contractual.  No action taken by the Company and/or any of the Releasees, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company and/or any of the Releasees of any fault or liability.

18.Severability

Executive agrees that each provision in this Release Agreement will be treated as a separate and independent clause, and the enforceability of any one clause will in no way impair the enforceability of any of the other clauses in this Release Agreement. Moreover, if one or more of the provisions contained in this Release Agreement, whether for the benefit of Executive or Company, are for any reason held to be excessively broad as to scope, activity, or subject so as to be unenforceable at law, such provision or provisions will be construed by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it then appears.

19.Section and Paragraph Titles

Section and paragraph titles in this Release Agreement are used for convenience only and are not intended to and shall not in any way enlarge, define, limit, or extend the rights or obligations of the parties or affect the interpretation of this Release Agreement.

WEYERHAEUSER COMPANY	[NAME]
By: ___________________________________	By: _______________________________
Name:_________________________________	Name: _____________________________
Title:__________________________________	Date: ______________________________
Date:__________________________________

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EX-10.3

Exhibit 10.3

Executive
Change of Control AgreementWeyerhaeuser Company

COC

Table of Contents

Page

Article 1Term of This Agreement1

Article 2Definitions1

Article 3Participation and Continuing Eligibility Under This Agreement4

Article 4COC Benefits4

Article 5Form and Timing of COC Benefits6

Article 6The Company’s Payment Obligations6

Article 7Dispute Resolution7

Article 8Tax Matters7

Article 9Successors and Assignments9

Article 10Miscellaneous9

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Weyerhaeuser Company

___________(Executive)
Change of Control Agreement

THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT is made and entered into by and between Weyerhaeuser Company (hereinafter referred to as the “Company”) and __________.

WHEREAS, should the possibility of a Change of Control of the Company arise, the Board of Directors believes it is imperative that the Company and the Board should be able to rely on the Executive to continue in his or her position, and that the Company should be able to receive and rely on the Executive’s advice, if requested, as to the best interests of the Company and its shareholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change of Control; and

WHEREAS, should the possibility of a Change of Control arise, in addition to the Executive’s regular duties, the Executive may be called upon to assist in the assessment of such possible Change of Control, advise management and the Board as to whether such Change of Control would be in the best interests of the Company and its shareholders, and to take such other actions as the Board might determine to be appropriate.

NOW THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his or her advice and counsel notwithstanding the possibility, threat, or occurrence of a Change of Control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree as follows:

Article 1 Term of This Agreement

This Agreement shall commence on the Effective Date and shall terminate on December 31,2025; provided, however, that commencing on December 31, 2025 and each December 31 thereafter, the term of this Agreement shall be automatically extended for one additional year unless, not later than thirty (30) calendar days prior to such December 31, the Company or Executive shall have given notice that such party does not wish to extend the term of this Agreement.

However, in the event a Change of Control occurs during the term of this Agreement, this Agreement will remain in effect for the longer of (i) twenty-four (24) full calendar months after the month in which such Change of Control occurred (the “Protection Period”) and (ii) until all obligations of the Company to the Executive hereunder have been fulfilled, and until all benefits required hereunder have been paid to the Executive.

Article 2 Definitions

Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a)“Agreement” means this Executive Change of Control Agreement.

(b)“Authorizing Executive”means the Company’s Senior Vice President overseeing Human Resources; except that, for purposes of the executive change of control agreement between the Company and the Company’s Senior Vice President overseeing Human Resources, “Authorizing Executive” means the Senior Vice President and General Counsel.

(c)“Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.

(d)“Beneficiary” means the persons or entities designated or deemed designated by an Executive pursuant to Section 10.2.

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(e)“Board” means the Board of Directors of the Company.

(f)“Cause” means the definition of “Cause” (or words of similar import) set forth in the Executive’s employment agreement in effect at the time of the termination of the Executive’s employment or if there is no such agreement or such term is not defined therein, as determined by the Committee in good faith, the Executive’s:

(i)Unauthorized misuse of the trade secrets or proprietary information of the Company or any affiliate;

(ii)Gross negligence or willful and continued failure to perform substantially the Executive’s duties with the Company that is reasonably likely to cause material harm to the Company;

(iii)Conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude;

(iv)Willfully engaging in illegal conduct or gross misconduct that is reasonably likely to cause material harm to the Company; or

(v)Material failure to cooperate in good faith with a governmental or internal investigation of the Company, any affiliate or any of their respective directors, officers or employees, if the Company has requested the Executive’s cooperation.

For purposes of this Section 2(f), no act or omission by the Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.  Any act or failure to act based on: (A) authority given pursuant to a resolution duly adopted by the Board or (B) advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company.  

(g)“Change of Control” or “COC” shall have the meaning set forth in the Weyerhaeuser Company’s 2022 Long-Term Incentive Plan, as may be amended from time to time.  

(h)“COC Benefits” means the COC Benefits described in Section 4.3.

(i)“Code” means the United States Internal Revenue Code of 1986, as amended.

(j) “Committee” means the Compensation Committee of the Board, or any other committee appointed by the Board to perform the functions of the Compensation Committee.

(k)“Company” means Weyerhaeuser Company, a Washington corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9.

(l)“Disability” shall have the meaning ascribed to such term in the Weyerhaeuser Pension Plan, as amended from time to time.

(m)“Effective Date” means the date this Agreement is fully executed by the parties hereto.

(n)“Effective Date of Termination” means the date on which a Qualifying Termination occurs.

(o)“Equity Awards” means any awards made from time to time to the Executive of options to purchase the Company’s common stock, restricted shares of the Company’s common stock, stock appreciation rights, stock units denominated in units of the Company’s common stock, performance shares, dividend equivalents, or other incentive awards payable in shares of the Company’s common stock under the terms of the LTIP.

(p)“Executive” means an executive officer who serves on the senior management team of the Company and who has been presented with and signed this Agreement.

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(q)“Good Reason” shall mean, without the Executive’s express written consent, the occurrence of any one or more of the following events:

(i)A material reduction in the Executive’s authority, duties, or responsibilities existing immediately prior to the COC;

(ii)The Company’s requiring the Executive to be based at a location that is at least fifty (50) miles further from the Executive’s primary residence immediately prior to a Change of Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations as of the Effective Date;

(iii)A material reduction by the Company of the Executive’s Base Salary as in effect immediately prior to the COC;

(iv)A material reduction (in the aggregate) to the benefits provided to the Executive immediately prior to the COC; provided, however, that reductions in the level of benefits coverage shall not be deemed to be “Good Reason” if the Executive’s overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with the Executive’s position at the acquiring company;

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

(vi)The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement, as contemplated in Article 9.

Under this Agreement, Good Reason shall not be deemed to exist unless a “Change of Control” has occurred within the time frame described in Section 4.2.  Moreover, in no event shall the Executive’s resignation be for Good Reason unless (A) an event set forth above shall have occurred and the Executive provides the Company with written notice thereof within thirty (30) days after the Executive has knowledge of the occurrence or existence of such event, which notice specifically identifies the event that the Executive believes constitutes Good Reason (whether or not such thirty day period ends after the Protection Period), and (B) the Company fails to correct the event so identified in all material respects within thirty (30) days after receipt of such notice.

(r)“LTIP” means the Weyerhaeuser Company 2022 Long-Term Incentive Plan, the Weyerhaeuser Company 2013 Long-Term Incentive Plan, the Weyerhaeuser Company 2004 Long-Term Incentive Plan or any predecessor or successor long-term incentive plan under which Equity Awards have or may be granted to the Executive from time to time.

(s)“Non-Competition and Release Agreement” is an agreement, in substantially the form attached hereto in Annex A, executed by and between the Executive and the Company as a condition to the Executive’s receipt of COC Benefits.

(t)“Protection Period” is defined in Section 1.

(u)“Qualifying Termination” is defined in Section 4.2.

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(v) “Release Deadline Date” is defined in Section 4.6.

(w)“Release Effective Date” is defined in Section 4.6.

(x)“Severance Agreement” means the Executive Severance Agreement between the Company and the Executive, as such agreement may be amended, supplemented or otherwise modified from time to time, or, if such agreement is no longer in effect, any successor agreement thereto.

(y)“Trade Secrets” means anything that would constitute a “trade secret” under applicable law.

Article 3 Participation and Continuing Eligibility Under This Agreement

Subject to the other terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

Article 4 COC Benefits

4.1Right to COC Benefits. Subject to Section 4.6, the Executive shall be eligible to receive an offer of COC Benefits if:

(a)the Executive’s employment with the Company ends for any reason specified in Section 4.2; and

(b)solely with respect to termination of Executive’s employment pursuant to Section 4.2(a), the Executive is not (i) offered employment by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary or full-time capacity, (ii) offered a contract to serve as a consultant or contractor by the Company or any subsidiary or affiliate of the Company, or (iii) offered employment or a contract to serve as a consultant or contractor by an entity acquiring the Company.

Receipt of COC Benefits shall disqualify the Executive from eligibility to receive any other severance benefits from the Company, including, without limitation, those under the Severance Agreement.

4.2Qualifying Termination.  The Executive shall be eligible to receive an offer of COC Benefits, as described in Section 4.3, only if Executive experiences a Qualifying Termination. For purposes of this Agreement, a “Qualifying Termination” means the occurrence of any one or more of the following events during the Protection Period of the Company:

(a)an involuntary termination of the Executive’s employment by the Company without Cause; or

(b)a voluntary termination of employment by the Executive for Good Reason.

For the avoidance of doubt, a Qualifying Termination shall not include any of the following events:  (i) a voluntary termination of employment by the Executive for any reason (other than a resignation for Good Reason), (ii) an involuntary termination of the Executive’s employment by the Company for Cause, (iii) termination of the Executive’s employment due to mandatory retirement under the Company’s applicable policies (if any), or (iv) termination of the Executive’s employment due to the Executive’s death or Disability.

4.3Description of COC Benefits.  In the event that the Executive becomes eligible to receive an offer of COC Benefits in accordance with Sections 4.1 and 4.2 (and, for the avoidance of doubt, subject to the Executive’s execution and non-revocation of the Non-Competition and Release Agreement as set forth in Section 4.6), the Company shall pay or provide the Executive with the following:

(a)An amount equal to two (2) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.

(b)An amount equal to two (2) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual

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bonus established for the bonus plan year in which the COC occurs); provided, that if the Executive’s Effective Date of Termination occurs on or following January 1 of any calendar year and prior to the Company establishing target annual bonuses for such calendar year, then the Executive’s target annual bonus for purposes of this Section 4.3(b) shall be Executive’s target annual bonus for the bonus plan year in effect immediately prior to the year in which the Effective Date of Termination occurs.

(c)An amount equal to the Executive’s annual bonus for the bonus plan year in which the Executive’s Effective Date of Termination occurs, with any applicable Company performance goals and any applicable individual and business performance goals, in each case, deemed to be achieved at target, multiplied by a fraction, the numerator of which is the number of days completed in such plan year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365); provided, that if the Executive’s Effective Date of Termination occurs on or following January 1 of any calendar year and prior to the Company establishing target annual bonuses for such calendar year, then the Executive’s target annual bonus for purposes of this Section 4.3(c) shall be Executive’s target annual bonus for the bonus plan year in effect immediately prior to the year in which the Effective Date of Termination occurs. Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.

(d)A lump sum payment of ninety-five thousand dollars ($95,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination and outplacement services.

(e)Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates.  For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for two (2) full years (i.e., two (2) additional years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the Effective Date of Termination shall be used.  Payout of such amounts shall occur at the time established under such plans.

To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the two (2) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction.  Also, two (2) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits.

For the avoidance of doubt, the Executive’s equity incentive awards shall be treated in accordance with the terms of the applicable LTIP and the applicable award agreement.  In addition, if any of the provisions of this Agreement conflict with the provisions of the LTIP or the applicable award agreement, the LTIP or the applicable award agreement shall control.

4.4Termination for Cause or by the Executive Other Than for Good Reason. Following a COC of the Company, if the Executive’s employment is terminated either (i) by the Company for Cause or (ii) by the Executive (other than for Good Reason), no compensation or benefits shall be payable under this Agreement and the Executive’s benefits shall instead be determined in accordance with the Company’s applicable compensation and benefits plans and programs then in effect.

4.5Notice of Termination. Any termination by the Company or by the Executive for Good Reason under this Article 4 shall be communicated by a Notice of Termination, which shall be delivered to the Executive (or to the Authorizing Executive, as applicable) no later than the Effective Date of Termination, unless the Executive is terminated for Cause, in which case no Notice of Termination is required. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate whether or not such termination is for Cause and the Effective Date of Termination.

4.6Delivery of Non-Competition and Release Agreement. The payment of COC Benefits is conditioned on the Executive’s timely execution, delivery and non-revocation of the Non-Competition and Release Agreement.  The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination

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to the Executive or promptly following the Company’s receipt of a Notice of Termination from the Executive.  The Non-Competition and Release Agreement becomeseffective on the eighth day after the Executive executes it, provided that the Executive does not revoke it in the seven days after execution(“Release Effective Date”).  In all cases, the Release Effective Date must be no later than the 60th day following the Effective Date of Termination (the “Release Deadline Date”). If the Release Effective Dateis not before the Release Deadline Date, the Executive shall forfeit any right to COC Benefits. In no event shall anyCOC Benefits be paid or providedbefore the Non-Competition and Release Agreement becomes effective and irrevocable.

To support the enforcement of the Non-Competition and Release Agreement, the parties agree that the minimum value of the Non-Competition and Release Agreement at the time this Agreement was entered into was at least two (2) times the Executive’s Base Salary which has been incorporated into the severance formula contained in Section 4.3.

4.7Resignations. Upon termination of Executive’s employment or service for any reason, as a condition to receiving the severance set forth in Section 4.3, Executive hereby agrees that Executive also resigns any and all positions with the Company or any of its Affiliates, whether as an officer, director, employee, or agent, in each case effective on the Effective Date of Termination.  Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but Executive shall be treated for all purposes as having so resigned upon the Effective Date of Termination or termination of service, regardless of when or whether Executive executes any such documentation. For the avoidance of doubt, Executive hereby agrees that the foregoing referenced termination of employment with the Company and resignations from any and all other positions with the Company or any of its Affiliates shall not be predicated or conditioned on Executive receiving the severance set forth in Section 4.3 or the Executive’s execution and non-revocation of the Non-Competition and Release Agreement in compliance with Section 4.6 of this Agreement.

Article 5 Form and Timing of COC Benefits

5.1Form and Timing of COC Benefits. The COC Benefits described in Sections 4.3(a), (b), (c) and (d) shall be paid in cash to the Executive in a single lump sum, subject to the satisfaction of the Non-Competition and Release Agreement requirements described in Section 4.6, as soon as practicable following the Effective Date of Termination, but in no event later than sixty (60) days following the Effective Date of Termination and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision).  

5.2Withholding of Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement all taxes as legally shall be required (including, without limitation, any United States federal taxes and any other state, city, or local taxes).

Article 6 The Company’s Payment Obligation

6.1Payment Obligations Absolute.  Except as provided in this Article 6 and Article 7, the Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right that the Company may have against the Executive or anyone else.  All amounts payable by the Company hereunder shall be paid without notice or demand.  Except as provided in this Article 6 and in Article 7, each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reasons whatsoever.

The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement.

6.2Contractual Rights to Benefits. Subject to Article 1 and Section 6.3, this Agreement establishes and vests in the Executive a contractual right to the benefits to which the Executive may become entitled hereunder.  However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the

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Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

6.3Forfeiture of COC Benefits and Other Payments. Notwithstanding any other provision of this Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in the Executive’s Non-Competition and Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all COC Benefits and other payments already provided to the Executive under this Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid COC Benefits and other payments hereunder.  The COC Benefits shall be subject to (a) forfeiture provisions in any other agreements between the Executive and the Company and (b) any recoupment, clawback or similar policy of the Company as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of previously paid compensation.

Article 7 Dispute Resolution

7.1Claims Procedure. The Executive may file a written claim relating to this Agreement with the Authorizing Executive, who shall consider such claim and notify the Executive in writing of his or her decision with respect thereto within ninety (90) days (or within such longer period not to exceed one hundred eighty (180) days, as the Authorizing Executive determines is necessary to review the claim, provided that the Authorizing Executive notifies the Executive in writing of the extension within the original ninety (90) day period).  If the claim is denied, in whole or in part, the Executive may appeal such denial to the Committee, provided the Executive does so in writing within sixty (60) days of receiving the determination by the Authorizing Executive.  The Committee shall consider the appeal and notify the Executive in writing of its decision with respect thereto within sixty (60) days (or within such longer period not to exceed one hundred twenty (120) days as the Committee determines is necessary to review the appeal, provided that the Committee notifies the Executive in writing of the extension within the original sixty (60) day period).

7.2Finality of Determination. The determination of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement shall be final, binding, and conclusive on all persons and shall be given the greatest deference permitted by law.

Article 8 Tax Matters

8.1Code Section 409A.  All COC Benefits and reimbursements payable in cash to the Executive under this Agreement are intended to comply with the “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be excepted from coverage under Section 409A of the Code (“Section 409A”).  In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final Treasury regulations and guidance promulgated thereunder.

Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year, and no amounts payable with respect to Executive’s equity interest (if any) in the Company shall offset or reduce amounts payable to the Executive under this Agreement.

For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company.

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Notwithstanding any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service (as defined in Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six-month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits.

To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes.

8.2Code Section 280G.In the event that part or all of the consideration, compensation or benefits to be paid to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and benefits under all other plans, arrangements and agreements applicable to Executive, constitute “excess parachute payments” under Section 280G(b) of the Code subject to an excise tax under Section 4999 of the Code (collectively, the “Parachute Amount”), the amount of excess parachute payments which would otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the extent necessary so that no amount of the Parachute Amount is subject to an excise tax under Section 4999 of the Code (the “Reduced Amount”); provided that such amounts shall not be so reduced if, without such reduction, Executive would be entitled to receive and retain, on a net after tax basis (including, without limitation, after any excise taxes payable under Section 4999), an amount of the Parachute Amount which is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount.

If the foregoing determination results in a reduction of the payments by the Reduced Amount, such reduction in payments due under this Agreement shall be first applied to reduce any cash severance payments that Executive would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits in a manner that would not result in subjecting Executive to additional taxation under Section 409A of the Code. Within ten days following such determination, but not later than thirty days following the date of the event under Section 280G(b)(2)(A)(i), the Company shall pay or distribute to Executive or for Executive’s benefit such amounts as are then due to Executive under this Agreement and shall promptly pay or distribute to Executive or for his or her benefit in the future such amounts as become due to Executive under this Agreement.

Unless the Executive and the Company otherwise agree in writing, any determination required under this Section 8.2 shall be made in writing by the Company’s independent public accountants immediately prior to the Change of Control or such other person or entity as determined in good faith by the Company (the “Accounting Firm”), whose determination shall be conclusive and binding upon the Executive and the Company.  For purposes of making the calculations required by this Section 8.2, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  The Executive and the Company shall furnish to the

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Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Section 8.2.  The Company shall bear all costs the Accounting Firm may incur in connection with any calculations contemplated by this Section 8.2.

Article 9 Successors and Assignment

9.1Successors to the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.  Failure of the Company to obtain such assumption and agreement prior to the effective date of any such succession shall be a material breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive had terminated employment with the Company voluntarily for Good Reason.  For the purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Effective Date of Termination.

9.2Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by each Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.  If the Executive dies while any amount would still be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary.  If the Executive has not named a Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

Article 10 Miscellaneous

10.1Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the effective date of a COC, may be terminated by either the Executive or the Company at any time, subject to applicable law.

10.2Beneficiaries. The Executive may designate one or more persons or entities as the primary or contingent Beneficiaries of any COC Benefits owing to the Executive under this Agreement.  Such designation must be in the form of a signed writing acceptable to the Committee and pursuant to such other procedures as the Committee may decide.  If no such designation is on file with the Company at the time of the Executive’s death, or if no designated Beneficiaries survive the Executive for more than fourteen (14) days, any COC Benefits owing to the Executive under this Agreement shall be paid to the Executive’s estate.

10.3Number. Except where otherwise indicated by the context, the plural shall include the singular, and the singular shall include the plural.

10.4Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.  Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

10.5Counterparts, Facsimiles & Email Transmissions.  This Agreement and all documents relating hereto may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” or similar format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or signature page were an original thereof.

10.6Modification. Except as provided in Article 1, no provision of this Agreement may be modified, waived, or discharged following a COC unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized member of the Committee or a designee of such authorized member of the Committee, or by the respective parties’ legal representatives and successors.

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10.7Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company (including the Executive Change of Control Agreement that terminated on August 12, 2022), and is in lieu of any notice requirement, policy, or practice.  As such, the COC Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company following a COC.  In addition, COC Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein.  Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

10.8Applicable Law. To the extent not preempted by the laws of the United States, the laws of the state of Washington shall be the controlling law in all matters relating to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates appearing below.

Weyerhaeuser Company	Executive
By: _________________________________	By: ______________________________
Its: _________________________________	Name: ___________________________
Date: ___________________________ 2022	Date: ________________________ 2022

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ANNEX A
NON-COMPETITION AND RELEASE AGREEMENT
FOR THE EXECUTIVE CHANGE OF CONTROL AGREEMENT

1. Parties

The parties to this Non-Competition and Release Agreement are____________ (“Executive”) and WEYERHAEUSER COMPANY, a Washington corporation, and all successors thereto (“Company”).

2. Date

The date of this Non-Competition and Release Agreement (this “Release Agreement”) is , 20 (the “Date of this Agreement”).

3. Recitals

Executive’s employment with Company is ending.  Executive is party to that certain Weyerhaeuser Company Executive Change of Control Agreement dated as of __________, 20__ (“COC Agreement”) and is eligible for COC Benefits under the COC Agreement on condition that Executive executes and does not revoke a non-competition and release agreement pursuant to the terms and conditions of the COC Agreement.  This Release Agreement sets forth the terms of Executive’s severance from Company.

4. Defined Terms

When defined terms from the COC Agreement are used herein and not otherwise defined, they shall have the same definitions as provided in the COC Agreement.

5. Termination of Employment

Effective, 20, Executive’s employment with Company terminated (“Termination Date”). Consistent with Section 4.7 of the COC Agreement, Executive hereby agrees that Executive has also resigned any and all other positions with the Company or any of its Affiliates, whether as an officer, director, employee, or agent, in each case effective on the Termination Date.  Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but Executive shall be treated for all purposes as having so resigned upon the Termination Date, regardless of when or whether Executive executes any such documentation.

6. Payments

Upon expiration of the Revocation Period, defined below, without exercise of the right to revoke, Executive shall receive or be entitled to receive the COC Benefits and other payments to the extent set forth in the COC Agreement.  Such payments shall be subject to all terms and conditions of the COC Agreement, including, but not limited to, the forfeiture provisions of Section 6.3 thereof.

Notwithstanding any other provision of this Release Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in this Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all COC Benefits and other payments already provided to the Executive under the COC Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid COC Benefits and other payments hereunder. The COC Benefits shall be subject to (a) forfeiture provisions in any other agreements between the Executive and the Company and (b) any recoupment, clawback or similar policy of the Company as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of previously paid compensation.

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7. Release

In consideration of the payments to be made under the COC Agreement, which Executive acknowledges Executive would not otherwise be entitled to receive, Executive agrees that the consideration provided under the COC Agreement represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, direct and indirect parents and subsidiaries, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, predecessor and successor corporations and assigns, and all persons acting with or on behalf of them (collectively, the “Releasees”).  Executive, on Executive’s own behalf and on behalf of Executive’s heirs, family members, executors, agents, and assigns, hereby and forever releases and discharges the Releasees, and each of them, from any and all claims, liability, demands, rights, damages, costs, attorneys’ fees, and expenses of whatever nature that exist as of the date of execution of this Release Agreement, whether known or unknown, foreseen or unforeseen, asserted or unasserted, including, but not limited to:  (i) all claims arising out of Executive’s employment and/or Executive’s termination from employment, including all claims arising out of applicable state and federal laws, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, state and federal Family Leave Acts, and any other applicable tort, contract, or other common law theories, (ii) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company and/or any of the Releasees, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, (iii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits, (iv) any and all claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between any Releasee and Executive existing as of the date hereof (whether or not known or arising before, on or after the date Executive executes this Release Agreement), (v) any and all claims for violation of the federal or any state constitution, (vi) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination, (vii) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of the COC Agreement, (viii) any and all claims for attorneys’ fees and costs and (ix) any other claims whatsoever.  

This Release Agreement shall not affect Executive’s entitlement to any vested compensatory payments or other benefits due to Executive following the expiration of the Revocation Period pursuant to the terms and conditions of any applicable benefit plans, programs and agreements maintained by Company for the benefit of Executive or to which Company and Executive are parties.  Nothing in this Agreement will be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or comparable state or local agency; provided, however, that, notwithstanding the foregoing, Executive agrees to waive any right to recover monetary damages or other personal legal relief in connection with any such charge, investigation, proceeding, or related lawsuit.

This Release Agreement does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Executive the right to recover any monetary damages against the Company and/or any of the Releasees; and Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company and/or any of the Releasees).  Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Release Agreement.

Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this Release Agreement is knowing and

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voluntary.  Executive agrees that this Release Agreement does not apply to any rights or claims that may arise under the ADEA after the date Executive executes this Release Agreement.  Executive acknowledges that the consideration given for this Release Agreement is in addition to anything of value to which Executive was already entitled.

Executive acknowledges that Executive has been advised to consult with legal counsel and that Executive is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in Executive’s favor at the time of executing the release, which, if known by Executive, must have materially affected Executive’s settlement with the Releasee.  Executive, being aware of said principle, agrees to expressly waive any rights Executive may have to that effect, as well as under any other statute or common law principles of similar effect.

8. Confidentiality Agreement

8.1.Company’s Confidential Information.During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Confidential Information. As used herein, “Confidential Information” refers to any and all information of a confidential, proprietary, or trade secret nature that is maintained in confidence by Company for the protection of its business. Confidential Information includes, but is not limited to, Company information about or related to (i) any current or planned products; (ii) research and development or investigations related to prospective products; (iii) proprietary software, inventions, and systems; (iv) suppliers or customers; (v) cost information, profits, sales information and accounting and unpublished financial information; (vi) business and marketing plans and methods; (vii) any other information not generally known to the public that , if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company, (viii) any confidential information related to any client, customer, vendor or supplier of the Company; and (ix) financial, technical, sales, marketing, promotional, manufacturing, development and personnel information, customer and prospective customer lists, supplier and prospective supplier lists, Trade Secrets, designs, product formulations, product specifications, terms of arrangements with clients, customers, vendors or suppliers, training, service and business manuals, training courses and other training and instructional materials, other proprietary information valuable to the operation of the Company and any other information related to the Company that the Company or its affiliates considered or considers to be, and treated or treats as confidential, and all notes, analyses, compilations, summaries, extracts, studies, interpretations or other materials that contain, reflect or are based upon, in whole or in part, any such information, however recorded or preserved, whether written, maintained in the mind or memory of Executive or oral and regardless of whether or not specifically marked as confidential; provided, however, that Confidential Information does not include information that was, is now, or becomes generally available to the public (but not as a result of a breach of any duty of confidentiality by Executive).

8.2.Non-disclosure of Confidential Information. Executive acknowledges that the Confidential Information is a special, valuable, and unique asset of Company.  Executive agrees to keep in confidence and trust all Confidential Information for so long as such information is not generally known to the public or to persons outside Company who could obtain economic value from its use.  Executive agrees that Executive shall not directly or indirectly use the Confidential Information for the benefit of Executive or any other person or entity.

8.3. Protected Rights; Limited Trade Secret Immunity. Notwithstanding any other provision of this Release Agreement, nothing contained in this Release Agreement prevents Executive from providing truthful testimony in response to a lawfully-issued subpoena or court order or limits Executive’s ability to communicate with any governmental entity (including for purposes of exercising any legally protected whistleblower rights) or otherwise participate in any investigation or proceeding that may be conducted by any governmental entity, including providing non-privileged documents or other information, without notice to the Company.

  Executive acknowledges that Executive has been notified that under the Defend Trade Secrets Act:  (A) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is:  (x) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law, or (y) made in a complaint or other document filed in a lawsuit or other

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proceeding, if such filing is made under seal so that it is not made public; and (B) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

8.4.Legal Process.  In the event that Executive or any of Executive’s affiliates is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any legal proceeding before any governmental entity, to disclose any Confidential Information or Trade Secrets during the applicable restricted period specified in Section 8.1, Executive shall deliver prompt written notice to the General Counsel of the Company of such request or requirement (except to the extent prohibited by applicable law) so that the Company may, at its expense, seek an appropriate protective order or other remedy and Executive shall cooperate with the Company, at the Company’s expense, to obtain such protective order.  In the event that such protective order or other remedy is not obtained or the Company waives in writing compliance with this Section 8, Executive shall furnish only that portion of the Confidential Information or Trade Secrets which is legally required to be disclosed.

9. Non-solicitation and Non-disparagement

9.1.Non-solicitation of Employees. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any employee of Company, any successor corporation, or a subsidiary of Company to work for Executive or any competing company or competing business organization.

9.2.Non-solicitation of Customers and Vendors. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any customer, vendor, or supplier of Company to end its relationship with Company.

9.3. Non-disparagement.Neither party hereto shall make any oral or written statement about the other party which is intended or reasonably likely to have the effect of: (i) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon the other party or any of the Releasees: or (ii) accusing or implying that either party or any of the Releasees engaged in any wrongful, unlawful or improper conduct. The foregoing restrictions shall not apply to any testimony that either party is compelled by law to give (whether written or verbal).

10. Non-competition

Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly, whether as an employee, officer, director, shareholder, investor, agent, advisor or consultant, engage or participate in any business that competes with Company, provided that nothing in this Section 10 shall preclude Executive from (i) performing any services on behalf of an investment banking, commercial banking, auditing, or consulting firm or (ii) investing five percent (5%) or less in the common stock of any publicly traded company, provided such investment does not give Executive the right or ability to control or influence the policy decisions of any competing business.

11.Review and Rescission Rights

Executive has forty-five (45) days from the Date of this Agreement (the “Review Period”) within which to decide whether to sign this Release Agreement.  If Executive signs this Release Agreement, Executive may revoke this Release Agreement if, within seven (7) days after signing (the “Revocation Period”), Executive delivers notice in writing to the General Counsel of the Company.

This Release Agreement will not become effective, and the COC Benefits dependent on the execution of this Release Agreement will not become payable, unless and until this Release Agreement is signed within the

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Review Period, the Revocation Period expires, and Executive has not exercised the right to revoke this Release Agreement during the Revocation Period.

Executive may sign this Release Agreement prior to the end of the forty-five (45) day Review Period, thereby commencing the seven (7) day Revocation Period.  Whether Executive decides to sign before the end of the Review Period is entirely up to Executive.

Executive will receive the same severance payments regardless of when Executive signs this Release Agreement, as long as Executive signs prior to the end of the Review Period and does not revoke this Release Agreement within the Revocation Period.

Executive acknowledges that Executive’s release of rights is in exchange for COC Benefits to which Executive otherwise legally would not be entitled.

Executive acknowledges that if Executive revokes, or does not sign this Release Agreement within the Review Period, Executive forfeits all COC Benefits.

12.Advice of Counsel

Executive acknowledges that Executive has been advised to consult with an attorney before signing this Release Agreement.  Executive warrants and agrees that Executive has carefully read and understands this Agreement.

13.Disputes

Any dispute or claim that arises out of or relates to this Release Agreement shall be resolved in accordance with the provisions of Article 7 of the COC Agreement.  Notwithstanding the provisions of this Section 13, any claim by Company for injunctive relief under the provisions of Section 8, 9, or 10 herein, or any subparts thereof, shall not be subject to the terms of this Section 13.

14.Governing Law; Venue

To the extent not preempted by the laws of the United States, Washington law governs this Release Agreement, notwithstanding its choice of law rules.  Each of the parties submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington in any action or dispute arising out of or relating to this Release Agreement and agrees that all claims in respect of such action or dispute may be heard and determined in any such court.  Each party also agrees not to bring any action or proceeding arising out of or relating to this Release Agreement in any other court.  Each of the parties waives any defense of inconvenient forum to the maintenance of any action or dispute so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.

15.Counterparts, Facsimiles & Email Transmissions

This Release Agreement and all documents relating hereto may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” or similar format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or signature page were an original thereof.

16. Entire Agreement

All of the parties’ agreements, covenants, representations, and warranties, express or implied, oral or written, concerning the subject matter of this Release Agreement are contained in this Release Agreement.  All prior

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and contemporaneous conversations, negotiations, agreements, representations, covenants, and warranties concerning the subject matter of this Release Agreement are merged into this Release Agreement.  This is an integrated agreement.

17.Miscellaneous

The benefits and obligations of this Release Agreement shall inure to the successors and assigns of the parties.  The parties acknowledge that the only consideration for this Release Agreement is the consideration expressly described herein, that each party fully understands the meaning and intent of this Release Agreement, that this Release Agreement has been executed voluntarily, and that the terms of this Release Agreement are contractual.  No action taken by the Company and/or any of the Releasees, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company and/or any of the Releasees of any fault or liability.

18.Severability

Executive agrees that each provision in this Release Agreement will be treated as a separate and independent clause, and the enforceability of any one clause will in no way impair the enforceability of any of the other clauses in this Release Agreement.  Moreover, if one or more of the provisions contained in this Release Agreement, whether for the benefit of Executive or Company, are for any reason held to be excessively broad as to scope, activity, or subject so as to be unenforceable at law, such provision or provisions will be construed by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it then appears.

19.Section and Paragraph Titles

Section and paragraph titles in this Release Agreement are used for convenience only and are not intended to and shall not in any way enlarge, define, limit, or extend the rights or obligations of the parties or affect the interpretation of this Release Agreement.

WEYERHAEUSER COMPANY	[NAME]
By:_________________________________	By:_________________________________
Title: _______________________________	Name: ______________________________
Date: _______________________________	Date: _______________________________

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EX-10.4

Exhibit 10.4

Chief Executive Officer Severance Agreement

Weyerhaeuser Company

CEO Severance

Table of Contents

Page

Article 1 Term of This Agreement1

Article 2 Definitions1

Article 3 Participation and Continuing Eligibility Under This Agreement3

Article 4 Severance Benefits3

Article 5 Form and Timing of Severance Benefits5

Article 6 The Company’s Payment Obligation6

Article 7 Dispute Resolution6

Article 8 Successors and Assignment7

Article 9 Section 409A7

Article 10 Miscellaneous8

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Weyerhaeuser Company

Devin W. Stockfish(Chief Executive Officer)
Severance Agreement

THIS EXECUTIVE SEVERANCE AGREEMENT is made and entered into by and between Weyerhaeuser Company (hereinafter referred to as the “Company”) and Devin W. Stockfish.

Article 1. Term of This Agreement

This Agreement shall commence on the Effective Date and shall terminate on December 31, 2025; provided, however, that commencing on December 31, 2025 and each December 31 thereafter, the term of this Agreement shall be automatically extended for one additional year unless, not later than thirty (30) calendar days prior to such December 31, the Company or Executive shall have given notice that such party does not wish to extend the term of this Agreement.

Article 2. Definitions

Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a)“Agreement” means this Executive Severance Agreement.

(b)“Authorizing Executive” means the Company’s Senior Vice President overseeing Human Resources; except that, for purposes of the executive severance agreement between the Company and the Company’s Senior Vice President overseeing Human Resources, “Authorizing Executive” means the Senior Vice President and General Counsel.

(c)“Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.

(d)“Beneficiary” means the persons or entities designated or deemed designated by an Executive pursuant to Section 10.2.

(e)“Board” means the Board of Directors of the Company.

(f)“Cause” means the definition of “Cause” (or words of similar import) set forth in the Executive’s employment agreement in effect at the time of the termination of the Executive’s employment or if there is no such agreement or such term is not defined therein, as determined by the Committee in good faith, the Executive’s:

(i)Unauthorized misuse of the trade secrets or proprietary information of the Company or any affiliate;

(ii)Gross negligence or willful and continued failure to perform substantially the Executive’s duties with the Company that is reasonably likely to cause material harm to the Company;

(iii)Conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude;

(iv)Willfully engaging in illegal conduct or gross misconduct that is reasonably likely to cause material harm to the Company; or

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(v)Material failure to cooperate in good faith with a governmental or internal investigation of the Company, any affiliate or any of their respective directors, officers or employees, if the Company has requested the Executive’s cooperation.

For purposes of this Section 2(f), no act or omission by the Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act or failure to act based on (A) authority given pursuant to a resolution duly adopted by the Board or (B) advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company.

(g)“COC” of the Company shall have the definition set forth in the COC Agreement.

(h)“COC Agreement” means the Executive Change in Control Agreement between the Company and the Executive, as such agreement may be amended, supplemented or otherwise modified from time to time, or, if such agreement is no longer in effect, any successor agreement thereto.

(i)“Code” means the United States Internal Revenue Code of 1986, as amended.

(j)“Committee” means the Compensation Committee of the Board, or any other committee appointed by the Board to perform the functions of the Compensation Committee.

(k)“Company” means Weyerhaeuser Company, a Washington corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9.

(l)“Comparable Employment”  means employment terms that do not:

(i)result in a material reduction in the Executive’s authority, duties or responsibilities existing immediately prior to the termination;

(ii)require the Executive’s primary work location to be based at a location that is at least 50 miles farther from the Executive’s primary residence immediately prior to the termination, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations immediately prior to the termination; or

(iii)include a material reduction in the Executive’s annual salary, benefits coverage in the aggregate, or level of participation in the Company’s short- or long-term incentive compensation plans available to the Executive immediately prior to the termination; provided, however, that the reductions in the level of benefits coverage or participation in incentive compensation plans shall be considered to be Comparable Employment if such reductions are substantially consistent with the average level of benefits coverage or participation in incentive plans of other executive officers with positions commensurate with the Executive’s position at the Company, its subsidiary or the acquiring company.

(m)“Disability” shall have the meaning ascribed to such term in the Weyerhaeuser Pension Plan, as amended from time to time.

(n)“Effective Date” means the date this Agreement is fully executed by the parties hereto.

(o)“Effective Date of Termination” means the date on which a Qualifying Termination occurs.

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(p)“Equity Awards” means any awards made from time to time to the Executive of options to purchase the Company’s common stock, restricted shares of the Company’s common stock, stock appreciation rights, stock units denominated in units of the Company’s common stock, performance shares, dividend equivalents, or other incentive awards payable in shares of the Company’s common stock under the terms of the LTIP.

(q)“Executive” means an executive officer who serves on the senior management team of the Company and who has been presented with and signed this Agreement.

(r)“LTIP” means the Weyerhaeuser Company 2022 Long-Term Incentive Plan, the Weyerhaeuser Company 2013 Long-Term Incentive Plan, the Weyerhaeuser Company 2004 Long-Term Incentive Plan or any predecessor or successor long-term incentive plan under which Equity Awards have or may be granted to the Executive from time to time.

(s)“Non-Competition and Release Agreement” is an agreement, in substantially the form attached hereto in Annex A, executed by and between the Executive and the Company as a condition to the Executive’s receipt of Severance Benefits.

(t)“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).

(u)“Protection Period” means any time within the twenty-four (24) full calendar months after the month in which a COC has occurred.

(v)“Qualifying Termination” is defined in Section 4.1.

(w)“Release Deadline Date” is defined in Section 4.5.

(x)“Release Effective Date” is defined in Section 4.5.

(y)“Severance Benefits” means the Severance Benefits described in Section 4.2.

(z)“Trade Secrets” means anything that would constitute a “trade secret” under applicable law.

Article 3. Participation and Continuing Eligibility Under This Agreement

Subject to the other terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

Article 4. Severance Benefits

4.1.Right to Severance Benefits; Qualifying Termination.  

(a)Subject to Section 4.1(b) and Section 4.5, the Executive shall be eligible to receive an offer of Severance Benefits, as described in Section 4.2, only if Executive experiences a Qualifying Termination.  For purposes of this Agreement, a “Qualifying Termination” means an involuntary termination of the Executive’s employment by the Company without Cause at any time outside of the Protection Period.  For the avoidance of doubt, a Qualifying Termination shall not include any of the following events:  (i) a voluntary termination of employment by the Executive for any reason, (ii) an involuntary termination of the Executive’s employment by the Company for Cause, (iii) termination of the Executive’s employment due to mandatory retirement under the Company’s applicable policies (if any), or (iv) termination of the Executive’s employment due to the Executive’s death or Disability.

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(b)Notwithstanding anything herein to the contrary, the Executive shall be deemed to not have experienced a Qualifying Termination if the Executive is (i) offered a position reasonably deemed to be Comparable Employment by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary or full-time capacity, (ii) offered a contract to serve as a consultant or contractor by the Company or any subsidiary or affiliate of the Company containing terms and conditions reasonably deemed to be Comparable Employment, or (iii) offered Comparable Employment or a contract to serve as a consultant or contractor by an entity acquiring assets of the Company or the business in which the Executive was employed containing terms and conditions reasonably deemed to be Comparable Employment.  In addition, the Executive shall be deemed to not have experienced a Qualifying Termination if Executive’s employment with the Company is terminated as a result of the acquisition (either through the sale of assets or the sale of stock) or the outsourcing of the services previously provided internally by Company employees of the unit in which the Executive was employed, and the Executive is offered a position by the acquiring entity reasonably deemed to be Comparable Employment.

(c)The Executive is not eligible to receive both severance benefits under the COC Agreement and Severance Benefits hereunder. Accordingly, if the Executive receives an offer of severance benefits under the COC Agreement, Executive shall not receive an offer of Severance Benefits hereunder. However, if the Executive suffers a Qualifying Termination, and if the Company has undergone a COC such that the Executive’s Effective Date of Termination falls within the window period described in Section 4.2 of the COC Agreement, the Executive’s total Severance Benefits shall equal the amounts described as severance benefits under the COC Agreement.

4.2.Description of Severance Benefits.  In the event that the Executive becomes eligible to receive Severance Benefits in accordance with Section 4.1 (and, for the avoidance of doubt, subject to the Executive’s execution and non-revocation of the Non-Competition and Release Agreement as set forth in Section 4.5), the Company shall pay or provide the Executive with the following:

(a)An amount equal to two (2) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.

(b)An amount equal to two (2) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs; provided, that if the Executive’s Effective Date of Termination occurs on or following January 1 of any calendar year and prior to the Company establishing target annual bonuses for such calendar year, then the Executive’s target annual bonus for purposes of this Section 4.2(b) shall be Executive’s target annual bonus for the bonus plan year in effect immediately prior to the year in which the Effective Date of Termination occurs.

(c)An amount equal to the Executive’s unpaid actual bonus based on Company performance against goals for the bonus plan year in which the Executive’s Effective Date of Termination occurs, but with any applicable individual performance goals deemed to be achieved at target, multiplied by a fraction, the numerator of which is the number of days completed in such plan year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365); provided, that if the Executive’s Effective Date of Termination occurs on or following January 1 of any calendar year and prior to the Company establishing target annual bonuses for such calendar year, then the Executive’s target annual bonus for purposes of this Section 4.2(c) shall be Executive’s target annual bonus for the bonus plan year in effect immediately prior to the year in which the Effective Date of Termination occurs. Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.

(d)A lump sum payment of thirty thousand dollars ($30,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination and outplacement services.

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For the avoidance of doubt, the Executive’s equity incentive awards shall be treated in accordance with the terms of the applicable LTIP and the applicable award agreement.  In addition, if any of the provisions of this Agreement conflict with the provisions of the LTIP or the applicable award agreement, the LTIP or the applicable award agreement shall control.

4.3.Termination for Any Reason or Resignation by the Executive. Upon the termination of the Executive’s employment for any reason, the Company shall pay the Executive all Base Salary and accrued vacation through the last day worked, at the rate then in effect, plus all other amounts to which the Executive is entitled under any compensation plans of the Company, at the time such payments are due.  In the event the Executive’s termination of employment is not a Qualifying Termination, the Company shall have no further obligations to the Executive under this Agreement.

4.4.Notice of Termination. Any termination by the Company under this Article 4 shall be communicated by a Notice of Termination, which shall be delivered to the Executive no later than the Effective Date of Termination, unless the Executive is terminated for Cause, in which case no Notice of Termination is required. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate whether or not such termination is for Cause and the Effective Date of Termination.

4.5.Delivery of Non-Competition and Release Agreement. The payment of Severance Benefits is conditioned on the Executive’s timely execution, delivery and non-revocation of the Non-Competition and Release Agreement. The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination to the Executive.  The Non-Competition and Release Agreement becomes effective on the eighth day after the Executive executes it, provided that the Executive does not revoke it in the seven days after execution (“Release Effective Date”).  In all cases, the Release Effective Date must be no later than the 60th day following the Effective Date of Termination (the “Release Deadline Date”).  If the Release Effective Date is not before the Release Deadline Date, the Executive shall forfeit any right to Severance Benefits.  In no event shall any Severance Benefits be paid or provided before the Non-Competition and Release Agreement becomes effective and irrevocable.

To support the enforcement of the Non-Competition and Release Agreement, the parties agree that the minimum value of the Non-Competition and Release Agreement at the time this Agreement was entered into was at least two (2) times the Executive’s Base Salary which has been incorporated into the severance formula contained in Section 4.2.

4.6.Resignations. Upon termination of Executive’s employment or service for any reason, Executive hereby agrees that Executive also resigns any and all positions with the Company or any of its Affiliates, whether as an officer, director, employee, or agent, in each case effective on the Effective Date of Termination.  Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but Executive shall be treated for all purposes as having so resigned upon the Effective Date of Termination or termination of service, regardless of when or whether Executive executes any such documentation. For the avoidance of doubt, Executive hereby agrees that the foregoing referenced termination of employment with the Company and resignations from any and all other positions with the Company or any of its Affiliates shall not be predicated or conditioned on Executive receiving the severance set forth in Section 4.2 or the Executive’s execution and non-revocation of the Non-Competition and Release Agreement in compliance with Section 4.5 of this Agreement.

Article 5. Form and Timing of Severance Benefits

5.1.Form and Timing of Severance Benefits. The Severance Benefits described in Sections 4.2 (a), (b) and (d) shall be paid in cash to the Executive in a single lump sum, subject to the satisfaction of the Non-Competition and Release Agreement requirements described in Section 4.5, as soon as practicable following the Effective Date of Termination, but in no event later than sixty (60) days following the Effective Date of Termination and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision). The Severance Benefit described in

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Section 4.2(c) shall be paid to the Executive in a single lump sum,subject to the satisfaction of the Non-Competition and Release Agreement requirements described in Section 4.5, as soon as practicable following the end of the year in which the Executive’s Effective Date of Termination occurs and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), subject to any deferral election by the Executive under an available deferred compensation plan that is applicable to such amount.

5.2.Withholding of Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement all taxes as legally shall be required (including, without limitation, any United States federal taxes and any other state, city, or local taxes).

Article 6. The Company’s Payment Obligation

6.1.Mitigation. The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement.  Any compensation payable to the Executive or for the benefit of the Executive under this Agreement may be reduced by, or offset against, any amount owing by the Executive to the Company or any of its Affiliates; provided, however, except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to the Executive or for the benefit of the Executive under this Agreement may not be reduced by, or offset against, any amount owing by the Executive to the Company or any of its Affiliates.

6.2.Contractual Rights to Benefits. Subject to Section 6.3, this Agreement establishes and vests in the Executive a contractual right to the benefits to which the Executive may become entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

6.3.Forfeiture of Severance Benefits and Other Payments. Notwithstanding any other provision of this Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in the Executive’s Non-Competition and Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all Severance Benefits and other payments already provided to the Executive under this Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid Severance Benefits and other payments hereunder. The Severance Benefits shall be subject to (a) forfeiture provisions in any other agreements between the Executive and the Company and (b) any recoupment, clawback or similar policy of the Company as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of previously paid compensation.

Article 7. Dispute Resolution

7.1.Claims Procedure. The Executive may file a written claim relating to this Agreement with the Authorizing Executive, who shall consider such claim and notify the Executive in writing of his or her decision with respect thereto within ninety (90) days (or within such longer period not to exceed one hundred eighty (180) days, as the Authorizing Executive determines is necessary to review the claim, provided that the Authorizing Executive notifies the Executive in writing of the extension within the original ninety (90) day period). If the claim is denied, in whole or in part, the Executive may appeal such denial to the Committee, provided the Executive does so in writing within sixty (60) days of receiving the determination by the Authorizing Executive. The Committee shall consider the appeal and notify the Executive in writing of its decision with respect thereto within sixty (60) days (or within such longer period not to exceed one hundred twenty (120) days as the Committee determines is necessary to review the

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appeal, provided that the Committee notifies the Executive in writing of the extension within the original sixty (60) day period).

7.2.Finality of Determination. The determination of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement shall be final, binding, and conclusive on all persons and shall be given the greatest deference permitted by law.

Article 8. Successors and Assignment

8.1.Successors to the Company. This Agreement shall be binding on the successors of the Company.

8.2.Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by each of the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

Article 9. Section 409A

All Severance Benefits and reimbursements payable in cash to the Executive under this Agreement are intended to comply with the “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be excepted from coverage under Section 409A of the Code (“Section 409A”).  In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final Treasury regulations and guidance promulgated thereunder.

Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year, and no amounts payable with respect to Executive’s equity interest (if any) in the Company shall offset or reduce amounts payable to the Executive under this Agreement.

For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company.

Notwithstanding any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service (as defined in Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six-month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive

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is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits.

To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes.

Article 10. Miscellaneous

10.1.Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will,” and may be terminated by either the Executive or the Company at any time, subject to applicable law.

10.2.Beneficiaries. The Executive may designate one or more persons or entities as the primary or contingent Beneficiaries of any Severance Benefits owing to the Executive under this Agreement. Such designation must be in the form of a signed writing acceptable to the Committee and pursuant to such other procedures as the Committee may decide. If no such designation is on file with the Company at the time of the Executive’s death, or if no designated Beneficiaries survive the Executive for more than fourteen (14) days, any Severance Benefits owing to the Executive under this Agreement shall be paid to the Executive’s estate.

10.3.Number. Except where otherwise indicated by the context, the plural shall include the singular, and the singular shall include the plural.

10.4.Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

10.5.Counterparts, Facsimiles & Email Transmissions.  This Agreement and all documents relating hereto may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” or similar format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such

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signature is executed) with the same force and effect as if such facsimile or signature page were an original thereof.

10.6.Modification. Except as provided in Article 1, no provision of this Agreement may be modified, waived, or discharged following the Effective Date of Termination unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized member of the Committee or a designee of such authorized member of the Committee, or by the respective parties’ legal representatives and successors.

10.7.Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company (including the Executive Severance Agreement that terminated on August 12, 2022) other than the COC Agreement, and is in lieu of any notice requirement, policy, or practice. As such, the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company other than a termination that entitles the Executive to severance benefits under the terms of the COC Agreement. In addition, Severance Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

10.8.Applicable Law. To the extent not preempted by the laws of the United States, the laws of the state of Washington shall be the controlling law in all matters relating to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates appearing below.

Weyerhaeuser Company By: /s/ Denise M. Merle Its: Senior Vice President and Chief Administration Officer Date: August 12, 2022 Executive By: /s/ Devin W. Stockfish Name: Devin W. Stockfish Date: August 12, 2022

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ANNEX A

NON-COMPETITION AND RELEASE AGREEMENT
FOR THE EXECUTIVE SEVERANCE AGREEMENT

1.Parties

The parties to this Non-Competition and Release Agreement are (“Executive”) and WEYERHAEUSER COMPANY, a Washington corporation, and all successors thereto (“Company”).

2.Date

The date of this Non-Competition and Release Agreement (this “Release Agreement”) is , 20 (the “Date of this Agreement”).

3.Recitals

Executive’s employment with Company is ending. Executive is party to that certain Weyerhaeuser Company Executive Severance Agreement dated as of , 20 (“Severance Agreement”), and is eligible for Severance Benefits under the Severance Agreement on condition that Executive executes and does not revoke a non-competition and release agreement pursuant to the terms and conditions of the Severance Agreement. This Release Agreement sets forth the terms of Executive’s severance from Company.

4.Defined Terms

When defined terms from the Severance Agreement are used herein and not otherwise defined, they shall have the same definitions as provided in the Severance Agreement.

5.Termination of Employment

Effective , 20, Executive’s employment with Company terminated (“Termination Date”).  Consistent with Section 4.6 of the Severance Agreement, Executive hereby agrees that Executive has also resigned any and all other positions with the Company or any of its Affiliates, whether as an officer, director, employee, or agent, in each case effective on the Termination Date.  Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but Executive shall be treated for all purposes as having so resigned upon the Termination Date, regardless of when or whether Executive executes any such documentation.

6.Payments

Upon expiration of the Revocation Period, defined below, without exercise of the right to revoke, Executive shall receive or be entitled to receive the Severance Benefits and other payments to the extent set forth in the Severance Agreement.  Such payments shall be subject to all terms and conditions of the Severance Agreement, including, but not limited to, the forfeiture provisions of Section 6.3 thereof.

Notwithstanding any other provision of this Release Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in this Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all Severance Benefits and other payments already provided to the Executive under the Severance Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid Severance Benefits and other payments hereunder. The Severance Benefits shall be subject to (a) forfeiture provisions in any other agreements between the Executive and the Company and (b) any recoupment, clawback or similar policy of the Company as it may be in effect from time to time, as well as any similar provisions of

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applicable law, any of which could in certain circumstances require repayment or forfeiture of previously paid compensation.

7.Release

In consideration of the payments to be made under the Severance Agreement, which Executive acknowledges Executive would not otherwise be entitled to receive, Executive agrees that the consideration provided under the Severance Agreement represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, direct and indirect parents and subsidiaries, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, predecessor and successor corporations and assigns, and all persons acting with or on behalf of them (collectively, the “Releasees”).  Executive, on Executive’s own behalf and on behalf of Executive’s heirs, family members, executors, agents, and assigns, hereby and forever releases and discharges the Releasees, and each of them, from any and all claims, liability, demands, rights, damages, costs, attorneys’ fees, and expenses of whatever nature that exist as of the date of execution of this Release Agreement, whether known or unknown, foreseen or unforeseen, asserted or unasserted, including, but not limited to:  (i) all claims arising out of Executive’s employment and/or Executive’s termination from employment, including all claims arising out of applicable state and federal laws, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, state and federal Family Leave Acts, and any other applicable tort, contract, or other common law theories, (ii) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company and/or any of the Releasees, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, (iii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits, (iv) any and all claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between any Releasee and Executive existing as of the date hereof (whether or not known or arising before, on or after the date Executive executes this Release Agreement), (v) any and all claims for violation of the federal or any state constitution, (vi) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination, (vii) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of the Severance Agreement, (viii) any and all claims for attorneys’ fees and costs and (ix) any other claims whatsoever.  

This Release Agreement shall not affect Executive’s entitlement to any vested compensatory payments or other benefits due to Executive following the expiration of the Revocation Period pursuant to the terms and conditions of any applicable benefit plans, programs and agreements maintained by Company for the benefit of Executive or to which Company and Executive are parties.  Nothing in this Agreement will be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or comparable state or local agency; provided, however, that, notwithstanding the foregoing, Executive agrees to waive any right to recover monetary damages or other personal legal relief in connection with any such charge, investigation, proceeding, or related lawsuit.

This Release Agreement does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Executive the right to

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recover any monetary damages against the Company and/or any of the Releasees; and Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company and/or any of the Releasees).  Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Release Agreement.

Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this Release Agreement is knowing and voluntary.  Executive agrees that this Release Agreement does not apply to any rights or claims that may arise under the ADEA after the date Executive executes this Release Agreement.  Executive acknowledges that the consideration given for this Release Agreement is in addition to anything of value to which Executive was already entitled.

Executive acknowledges that Executive has been advised to consult with legal counsel and that Executive is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in Executive’s favor at the time of executing the release, which, if known by Executive, must have materially affected Executive’s settlement with the Releasee.  Executive, being aware of said principle, agrees to expressly waive any rights Executive may have to that effect, as well as under any other statute or common law principles of similar effect.

8.Confidentiality Agreement

8.1.Company’s Confidential Information. During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Confidential Information. As used herein, “Confidential Information” refers to any and all information of a confidential, proprietary, or trade secret nature that is maintained in confidence by Company for the protection of its business. Confidential Information includes, but is not limited to, Company information about or related to (i) any current or planned products; (ii) research and development or investigations related to prospective products; (iii) proprietary software, inventions, and systems; (iv) suppliers or customers; (v) cost information, profits, sales information, and accounting and unpublished financial information; (vi) business and marketing plans and methods; (vii) any other information not generally known to the public that, if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company; (viii) any confidential information related to any client, customer, vendor or supplier of the Company; and (ix) financial, technical, sales, marketing, promotional, manufacturing, development and personnel information, customer and prospective customer lists, supplier and prospective supplier lists, Trade Secrets, designs, product formulations, product specifications, terms of arrangements with clients, customers, vendors or suppliers, training, service and business manuals, training courses and other training and instructional materials, other proprietary information valuable to the operation of the Company and any other information related to the Company that the Company or its affiliates considered or considers to be, and treated or treats as confidential, and all notes, analyses, compilations, summaries, extracts, studies, interpretations or other materials that contain, reflect or are based upon, in whole or in part, any such information, however recorded or preserved, whether written, maintained in the mind or memory of Executive or oral and regardless of whether or not specifically marked as confidential; provided, however, that Confidential Information does not include information that was, is now, or becomes generally available to the public (but not as a result of a breach of any duty of confidentiality by Executive).

8.2.Nondisclosure of Confidential Information. Executive acknowledges that the Confidential Information is a special, valuable, and unique asset of Company. Executive agrees to keep in confidence and trust all Confidential Information for so long as such information is not generally known to the public or to persons outside Company who could obtain economic value from its use. Executive agrees that Executive shall not directly or indirectly use the Confidential Information for the benefit of Executive or any other person or entity.

8.3.Protected Rights; Limited Trade Secret Immunity. Notwithstanding any other provision of this Release Agreement, nothing contained in this Release Agreement prevents Executive from providing

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truthful testimony in response to a lawfully-issued subpoena or court order or limits Executive’s ability to communicate with any governmental entity (including for purposes of exercising any legally protected whistleblower rights) or otherwise participate in any investigation or proceeding that may be conducted by any governmental entity, including providing non-privileged documents or other information, without notice to the Company.

Executive acknowledges that Executive has been notified that under the Defend Trade Secrets Act:  (A) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is:  (x) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law, or (y) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (B) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

8.4.Legal Process. In the event that Executive or any of Executive’s affiliates is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any legal proceeding before any governmental entity, to disclose any Confidential Information or Trade Secrets during the applicable restricted period specified in Section 8.1, Executive shall deliver prompt written notice to the General Counsel of the Company of such request or requirement (except to the extent prohibited by applicable law) so that the Company may, at its expense, seek an appropriate protective order or other remedy and Executive shall cooperate with the Company, at the Company’s expense, to obtain such protective order.  In the event that such protective order or other remedy is not obtained or the Company waives in writing compliance with this Section 8, Executive shall furnish only that portion of the Confidential Information or Trade Secrets which is legally required to be disclosed.

9.Non-solicitation and Non-disparagement

9.1.Non-solicitation of Employees. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any employee of Company, any successor corporation, or a subsidiary of Company to work for Executive or any competing company or competing business organization.

9.2.Non-solicitation of Customers and Vendors. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any customer, vendor, or supplier of Company to end its relationship with Company.

9.3.Non-disparagement.Neither party hereto shall make any oral or written statement about the other party which is intended or reasonably likely to have the effect of: (i) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon the other party or any of the Releasees: or (ii) accusing or implying that either party or any of the Releasees engaged in any wrongful, unlawful or improper conduct. The foregoing restrictions shall not apply to any testimony that either party is compelled by law to give (whether written or verbal).

10.Non-competition

Executive agrees that for a period of one (1) year following the Termination Date, Executive shall not directly or indirectly, whether as an employee, officer, director, shareholder, investor, agent, advisor or consultant, engage or participate in any business that competes with Company, provided that nothing in this Section 10 shall preclude Executive from (i) performing any services on behalf of an investment banking, commercial banking, auditing, or consulting firm or (ii) investing five percent (5%) or less in the common

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stock of any publicly traded company, provided such investment does not give Executive the right or ability to control or influence the policy decisions of any competing business.

11.Review and Rescission Rights

Executive has forty-five (45) days from the Date of this Agreement (the “Review Period”) within which to decide whether to sign this Release Agreement. If Executive signs this Release Agreement, Executive may revoke this Release Agreement if, within seven (7) days after signing (the “Revocation Period”), Executive delivers notice in writing to the General Counsel of the Company.

This Release Agreement will not become effective, and the Severance Benefits dependent on the execution of this Release Agreement will not become payable, unless and until this Release Agreement is signed within the Review Period, the Revocation Period expires, and Executive has not exercised the right to revoke this Release Agreement during the Revocation Period.

Executive may sign this Release Agreement prior to the end of the forty-five (45) day Review Period, thereby commencing the seven (7) day Revocation Period. Whether Executive decides to sign before the end of the Review Period is entirely up to Executive.

Executive will receive the same severance payments regardless of when Executive signs this Release Agreement, as long as Executive signs prior to the end of the Review Period and does not revoke this Release Agreement within the Revocation Period.

Executive acknowledges that Executive’s release of rights is in exchange for Severance Benefits to which Executive otherwise legally would not be entitled.

Executive acknowledges that if Executive revokes, or does not sign this Release Agreement within the Review Period, Executive forfeits all Severance Benefits.

12.Advice of Counsel

Executive acknowledges that Executive has been advised to consult with an attorney before signing this Release Agreement.  Executive warrants and agrees that Executive has carefully read and understands this Agreement.

13.Disputes

Any dispute or claim that arises out of or relates to this Release Agreement shall be resolved in accordance with the provisions of Article 7 of the Severance Agreement. Notwithstanding the provisions of this Section 13, any claim by Company for injunctive relief under the provisions of Section 8, 9, or 10 herein, or any subparts thereof, shall not be subject to the terms of this Section 13.

14.Governing Law; Venue

To the extent not preempted by the laws of the United States, Washington law governs this Release Agreement, notwithstanding its choice of law rules. Each of the parties submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington in any action or dispute arising out of or relating to this Release Agreement and agrees that all claims in respect of such action or dispute may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Release Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or dispute so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.

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15.Counterparts, Facsimiles & Email Transmissions

This Release Agreement and all documents relating hereto may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” or similar format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or signature page were an original thereof.

16. Entire Agreement

All of the parties’ agreements, covenants, representations, and warranties, express or implied, oral or written, concerning the subject matter of this Release Agreement are contained in this Release Agreement. All prior and contemporaneous conversations, negotiations, agreements, representations, covenants, and warranties concerning the subject matter of this Release Agreement are merged into this Release Agreement. This is an integrated agreement.

17.Miscellaneous

The benefits and obligations of this Release Agreement shall inure to the successors and assigns of the parties. The parties acknowledge that the only consideration for this Release Agreement is the consideration expressly described herein, that each party fully understands the meaning and intent of this Release Agreement, that this Release Agreement has been executed voluntarily, and that the terms of this Release Agreement are contractual.  No action taken by the Company and/or any of the Releasees, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company and/or any of the Releasees of any fault or liability.

18.Severability

Executive agrees that each provision in this Release Agreement will be treated as a separate and independent clause, and the enforceability of any one clause will in no way impair the enforceability of any of the other clauses in this Release Agreement. Moreover, if one or more of the provisions contained in this Release Agreement, whether for the benefit of Executive or Company, are for any reason held to be excessively broad as to scope, activity, or subject so as to be unenforceable at law, such provision or provisions will be construed by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it then appears.

19.Section and Paragraph Titles

Section and paragraph titles in this Release Agreement are used for convenience only and are not intended to and shall not in any way enlarge, define, limit, or extend the rights or obligations of the parties or affect the interpretation of this Release Agreement.

WEYERHAEUSER COMPANY	[NAME]
By: ___________________________________	By: ________________________________
Name: _________________________________	Name: ______________________________
Title: __________________________________	Date: _______________________________
Date: __________________________________

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EX-10.5

Exhibit 10.5

Chief Executive Officer
Change of Control AgreementWeyerhaeuser Company

CEO COC

Table of Contents

Page

Article 1Term of This Agreement1

Article 2Definitions1

Article 3Participation and Continuing Eligibility Under This Agreement4

Article 4COC Benefits4

Article 5Form and Timing of COC Benefits6

Article 6The Company’s Payment Obligation6

Article 7Dispute Resolution7

Article 8Tax Matters7

Article 9Successors and Assignment9

Article 10Miscellaneous9

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Weyerhaeuser Company

Devin W. Stockfish(Executive)
Change of Control Agreement

THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT is made and entered into by and between Weyerhaeuser Company (hereinafter referred to as the “Company”) and Devin W. Stockfish.

WHEREAS, should the possibility of a Change of Control of the Company arise, the Board of Directors believes it is imperative that the Company and the Board should be able to rely on the Executive to continue in his or her position, and that the Company should be able to receive and rely on the Executive’s advice, if requested, as to the best interests of the Company and its shareholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change of Control; and

WHEREAS, should the possibility of a Change of Control arise, in addition to the Executive’s regular duties, the Executive may be called upon to assist in the assessment of such possible Change of Control, advise management and the Board as to whether such Change of Control would be in the best interests of the Company and its shareholders, and to take such other actions as the Board might determine to be appropriate.

NOW THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his or her advice and counsel notwithstanding the possibility, threat, or occurrence of a Change of Control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree as follows:

Article 1 Term of This Agreement

This Agreement shall commence on the Effective Date and shall terminate on December 31,2025; provided, however, that commencing on December 31, 2025 and each December 31 thereafter, the term of this Agreement shall be automatically extended for one additional year unless, not later than thirty (30) calendar days prior to such December 31, the Company or Executive shall have given notice that such party does not wish to extend the term of this Agreement.

However, in the event a Change of Control occurs during the term of this Agreement, this Agreement will remain in effect for the longer of (i) twenty-four (24) full calendar months after the month in which such Change of Control occurred (the “Protection Period”) and (ii) until all obligations of the Company to the Executive hereunder have been fulfilled, and until all benefits required hereunder have been paid to the Executive.

Article 2 Definitions

Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a)“Agreement” means this Executive Change of Control Agreement.

(b)“Authorizing Executive”means the Company’s Senior Vice President overseeing Human Resources; except that, for purposes of the executive change of control agreement between the Company and the Company’s Senior Vice President overseeing Human Resources, “Authorizing Executive” means the Senior Vice President and General Counsel.

(c)“Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.

(d)“Beneficiary” means the persons or entities designated or deemed designated by an Executive pursuant to Section 10.2.

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(e)“Board” means the Board of Directors of the Company.

(f)“Cause” means the definition of “Cause” (or words of similar import) set forth in the Executive’s employment agreement in effect at the time of the termination of the Executive’s employment or if there is no such agreement or such term is not defined therein, as determined by the Committee in good faith, the Executive’s:

(i)Unauthorized misuse of the trade secrets or proprietary information of the Company or any affiliate;

(ii)Gross negligence or willful and continued failure to perform substantially the Executive’s duties with the Company that is reasonably likely to cause material harm to the Company;

(iii)Conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude;

(iv)Willfully engaging in illegal conduct or gross misconduct that is reasonably likely to cause material harm to the Company; or

(v)Material failure to cooperate in good faith with a governmental or internal investigation of the Company, any affiliate or any of their respective directors, officers or employees, if the Company has requested the Executive’s cooperation.

For purposes of this Section 2(f), no act or omission by the Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.  Any act or failure to act based on: (A) authority given pursuant to a resolution duly adopted by the Board or (B) advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company.  

(g)“Change of Control” or “COC” shall have the meaning set forth in the Weyerhaeuser Company’s 2022 Long-Term Incentive Plan, as may be amended from time to time.  

(h)“COC Benefits” means the COC Benefits described in Section 4.3.

(i)“Code” means the United States Internal Revenue Code of 1986, as amended.

(j) “Committee” means the Compensation Committee of the Board, or any other committee appointed by the Board to perform the functions of the Compensation Committee.

(k)“Company” means Weyerhaeuser Company, a Washington corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9.

(l)“Disability” shall have the meaning ascribed to such term in the Weyerhaeuser Pension Plan, as amended from time to time.

(m)“Effective Date” means the date this Agreement is fully executed by the parties hereto.

(n)“Effective Date of Termination” means the date on which a Qualifying Termination occurs.

(o)“Equity Awards” means any awards made from time to time to the Executive of options to purchase the Company’s common stock, restricted shares of the Company’s common stock, stock appreciation rights, stock units denominated in units of the Company’s common stock, performance shares, dividend equivalents, or other incentive awards payable in shares of the Company’s common stock under the terms of the LTIP.

(p)“Executive” means an executive officer who serves on the senior management team of the Company and who has been presented with and signed this Agreement.

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(q)“Good Reason” shall mean, without the Executive’s express written consent, the occurrence of any one or more of the following events:

(i)A material reduction in the Executive’s authority, duties, or responsibilities existing immediately prior to the COC;

(ii)The Company’s requiring the Executive to be based at a location that is at least fifty (50) miles further from the Executive’s primary residence immediately prior to a Change of Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations as of the Effective Date;

(iii)A material reduction by the Company of the Executive’s Base Salary as in effect immediately prior to the COC;

(iv)A material reduction (in the aggregate) to the benefits provided to the Executive immediately prior to the COC; provided, however, that reductions in the level of benefits coverage shall not be deemed to be “Good Reason” if the Executive’s overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with the Executive’s position at the acquiring company;

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

(vi)The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement, as contemplated in Article 9.

Under this Agreement, Good Reason shall not be deemed to exist unless a “Change of Control” has occurred within the time frame described in Section 4.2.  Moreover, in no event shall the Executive’s resignation be for Good Reason unless (A) an event set forth above shall have occurred and the Executive provides the Company with written notice thereof within thirty (30) days after the Executive has knowledge of the occurrence or existence of such event, which notice specifically identifies the event that the Executive believes constitutes Good Reason (whether or not such thirty day period ends after the Protection Period), and (B) the Company fails to correct the event so identified in all material respects within thirty (30) days after receipt of such notice.

(r)“LTIP” means the Weyerhaeuser Company 2022 Long-Term Incentive Plan, the Weyerhaeuser Company 2013 Long-Term Incentive Plan, the Weyerhaeuser Company 2004 Long-Term Incentive Plan or any predecessor or successor long-term incentive plan under which Equity Awards have or may be granted to the Executive from time to time.

(s)“Non-Competition and Release Agreement” is an agreement, in substantially the form attached hereto in Annex A, executed by and between the Executive and the Company as a condition to the Executive’s receipt of COC Benefits.

(t)“Protection Period” is defined in Section 1.

(u)“Qualifying Termination” is defined in Section 4.2.

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(v) “Release Deadline Date” is defined in Section 4.6.

(w)“Release Effective Date” is defined in Section 4.6.

(x)“Severance Agreement” means the Executive Severance Agreement between the Company and the Executive, as such agreement may be amended, supplemented or otherwise modified from time to time, or, if such agreement is no longer in effect, any successor agreement thereto.

(y)“Trade Secrets” means anything that would constitute a “trade secret” under applicable law.

Article 3 Participation and Continuing Eligibility Under This Agreement

Subject to the other terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

Article 4 COC Benefits

4.1Right to COC Benefits. Subject to Section 4.6, the Executive shall be eligible to receive an offer of COC Benefits if:

(a)the Executive’s employment with the Company ends for any reason specified in Section 4.2; and

(b)solely with respect to termination of Executive’s employment pursuant to Section 4.2(a), the Executive is not (i) offered employment by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary or full-time capacity, (ii) offered a contract to serve as a consultant or contractor by the Company or any subsidiary or affiliate of the Company, or (iii) offered employment or a contract to serve as a consultant or contractor by an entity acquiring the Company.

Receipt of COC Benefits shall disqualify the Executive from eligibility to receive any other severance benefits from the Company, including, without limitation, those under the Severance Agreement.

4.2Qualifying Termination.  The Executive shall be eligible to receive an offer of COC Benefits, as described in Section 4.3, only if Executive experiences a Qualifying Termination. For purposes of this Agreement, a “Qualifying Termination” means the occurrence of any one or more of the following events during the Protection Period of the Company:

(a) an involuntary termination of the Executive’s employment by the Company without Cause; or

(b) a voluntary termination of employment by the Executive for Good Reason.

For the avoidance of doubt, a Qualifying Termination shall not include any of the following events:  (i) a voluntary termination of employment by the Executive for any reason (other than a resignation for Good Reason), (ii) an involuntary termination of the Executive’s employment by the Company for Cause, (iii) termination of the Executive’s employment due to mandatory retirement under the Company’s applicable policies (if any), or (iv) termination of the Executive’s employment due to the Executive’s death or Disability.

4.3Description of COC Benefits.  In the event that the Executive becomes eligible to receive an offer of COC Benefits in accordance with Sections 4.1 and 4.2 (and, for the avoidance of doubt, subject to the Executive’s execution and non-revocation of the Non-Competition and Release Agreement as set forth in Section 4.6), the Company shall pay or provide the Executive with the following:

(a)An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.

(b)An amount equal to three (3) times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual

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bonus established for the bonus plan year in which the COC occurs); provided, that if the Executive’s Effective Date of Termination occurs on or following January 1 of any calendar year and prior to the Company establishing target annual bonuses for such calendar year, then the Executive’s target annual bonus for purposes of this Section 4.3(b) shall be Executive’s target annual bonus for the bonus plan year in effect immediately prior to the year in which the Effective Date of Termination occurs.

(c)An amount equal to the Executive’s annual bonus for the bonus plan year in which the Executive’s Effective Date of Termination occurs, with any applicable Company performance goals and any applicable individual and business performance goals, in each case, deemed to be achieved at target, multiplied by a fraction, the numerator of which is the number of days completed in such plan year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365); provided, that if the Executive’s Effective Date of Termination occurs on or following January 1 of any calendar year and prior to the Company establishing target annual bonuses for such calendar year, then the Executive’s target annual bonus for purposes of this Section 4.3(c) shall be Executive’s target annual bonus for the bonus plan year in effect immediately prior to the year in which the Effective Date of Termination occurs. Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.

(d)A lump sum payment of ninety-five thousand dollars ($95,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination and outplacement services.

(e)Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates.  For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the Effective Date of Termination shall be used.  Payout of such amounts shall occur at the time established under such plans.

To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction.  Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits.

For the avoidance of doubt, the Executive’s equity incentive awards shall be treated in accordance with the terms of the applicable LTIP and the applicable award agreement.  In addition, if any of the provisions of this Agreement conflict with the provisions of the LTIP or the applicable award agreement, the LTIP or the applicable award agreement shall control.

4.4Termination for Cause or by the Executive Other Than for Good Reason. Following a COC of the Company, if the Executive’s employment is terminated either (i) by the Company for Cause or (ii) by the Executive (other than for Good Reason), no compensation or benefits shall be payable under this Agreement and the Executive’s benefits shall instead be determined in accordance with the Company’s applicable compensation and benefits plans and programs then in effect.

4.5Notice of Termination. Any termination by the Company or by the Executive for Good Reason under this Article 4 shall be communicated by a Notice of Termination, which shall be delivered to the Executive (or to the Authorizing Executive, as applicable) no later than the Effective Date of Termination, unless the Executive is terminated for Cause, in which case no Notice of Termination is required. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate whether or not such termination is for Cause and the Effective Date of Termination.

4.6Delivery of Non-Competition and Release Agreement. The payment of COC Benefits is conditioned on the Executive’s timely execution, delivery and non-revocation of the Non-Competition and Release Agreement.  The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination

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to the Executive or promptly following the Company’s receipt of a Notice of Termination from the Executive.  The Non-Competition and Release Agreement becomeseffective on the eighth day after the Executive executes it, provided that the Executive does not revoke it in the seven days after execution(“Release Effective Date”).  In all cases, the Release Effective Date must be no later than the 60th day following the Effective Date of Termination (the “Release Deadline Date”). If the Release Effective Dateis not before the Release Deadline Date, the Executive shall forfeit any right to COC Benefits. In no event shall anyCOC Benefits be paid or providedbefore the Non-Competition and Release Agreement becomes effective and irrevocable.

To support the enforcement of the Non-Competition and Release Agreement, the parties agree that the minimum value of the Non-Competition and Release Agreement at the time this Agreement was entered into was at least three (3) times the Executive’s Base Salary which has been incorporated into the severance formula contained in Section 4.3.

4.7Resignations. Upon termination of Executive’s employment or service for any reason, as a condition to receiving the severance set forth in Section 4.3, Executive hereby agrees that Executive also resigns any and all positions with the Company or any of its Affiliates, whether as an officer, director, employee, or agent, in each case effective on the Effective Date of Termination.  Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but Executive shall be treated for all purposes as having so resigned upon the Effective Date of Termination or termination of service, regardless of when or whether Executive executes any such documentation. For the avoidance of doubt, Executive hereby agrees that the foregoing referenced termination of employment with the Company and resignations from any and all other positions with the Company or any of its Affiliates shall not be predicated or conditioned on Executive receiving the severance set forth in Section 4.3 or the Executive’s execution and non-revocation of the Non-Competition and Release Agreement in compliance with Section 4.6 of this Agreement.

Article 5 Form and Timing of COC Benefits

5.1Form and Timing of COC Benefits. The COC Benefits described in Sections 4.3(a), (b), (c) and (d) shall be paid in cash to the Executive in a single lump sum, subject to the satisfaction of the Non-Competition and Release Agreement requirements described in Section 4.6, as soon as practicable following the Effective Date of Termination, but in no event later than sixty (60) days following the Effective Date of Termination and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision).  

5.2Withholding of Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement all taxes as legally shall be required (including, without limitation, any United States federal taxes and any other state, city, or local taxes).

Article 6 The Company’s Payment Obligation

6.1Payment Obligations Absolute.  Except as provided in this Article 6 and Article 7, the Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right that the Company may have against the Executive or anyone else.  All amounts payable by the Company hereunder shall be paid without notice or demand.  Except as provided in this Article 6 and in Article 7, each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reasons whatsoever.

The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement.

6.2Contractual Rights to Benefits. Subject to Article 1 and Section 6.3, this Agreement establishes and vests in the Executive a contractual right to the benefits to which the Executive may become entitled hereunder.  However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the

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Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

6.3Forfeiture of COC Benefits and Other Payments. Notwithstanding any other provision of this Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in the Executive’s Non-Competition and Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all COC Benefits and other payments already provided to the Executive under this Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid COC Benefits and other payments hereunder.  The COC Benefits shall be subject to (a) forfeiture provisions in any other agreements between the Executive and the Company and (b) any recoupment, clawback or similar policy of the Company as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of previously paid compensation.

Article 7 Dispute Resolution

7.1Claims Procedure. The Executive may file a written claim relating to this Agreement with the Authorizing Executive, who shall consider such claim and notify the Executive in writing of his or her decision with respect thereto within ninety (90) days (or within such longer period not to exceed one hundred eighty (180) days, as the Authorizing Executive determines is necessary to review the claim, provided that the Authorizing Executive notifies the Executive in writing of the extension within the original ninety (90) day period).  If the claim is denied, in whole or in part, the Executive may appeal such denial to the Committee, provided the Executive does so in writing within sixty (60) days of receiving the determination by the Authorizing Executive.  The Committee shall consider the appeal and notify the Executive in writing of its decision with respect thereto within sixty (60) days (or within such longer period not to exceed one hundred twenty (120) days as the Committee determines is necessary to review the appeal, provided that the Committee notifies the Executive in writing of the extension within the original sixty (60) day period).

7.2Finality of Determination. The determination of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement shall be final, binding, and conclusive on all persons and shall be given the greatest deference permitted by law.

Article 8 Tax Matters

8.1Code Section 409A.  All COC Benefits and reimbursements payable in cash to the Executive under this Agreement are intended to comply with the “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be excepted from coverage under Section 409A of the Code (“Section 409A”).  In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final Treasury regulations and guidance promulgated thereunder.

Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation” under Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred (or, where applicable, no later than such earlier time required by the Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year, and no amounts payable with respect to Executive’s equity interest (if any) in the Company shall offset or reduce amounts payable to the Executive under this Agreement.

For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company.

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Notwithstanding any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service (as defined in Section 409A), Executive is a “Specified Employee”, then the Company will defer the payment or commencement of any nonqualified deferred compensation subject to Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six-month period or such shorter period, if applicable). Executive will be a “Specified Employee” for purposes of this Agreement if, on the date of Executive’s separation from service, Executive is an individual who is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be, a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a “Specified Employee” and the application of and effects of the change in such determination.

Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “non-qualified deferred compensation” within the meaning of Section 409A upon or following a termination of Executive’s employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service” and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits.

To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided, however, that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes.

8.2Code Section 280G.In the event that part or all of the consideration, compensation or benefits to be paid to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and benefits under all other plans, arrangements and agreements applicable to Executive, constitute “excess parachute payments” under Section 280G(b) of the Code subject to an excise tax under Section 4999 of the Code (collectively, the “Parachute Amount”), the amount of excess parachute payments which would otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the extent necessary so that no amount of the Parachute Amount is subject to an excise tax under Section 4999 of the Code (the “Reduced Amount”); provided that such amounts shall not be so reduced if, without such reduction, Executive would be entitled to receive and retain, on a net after tax basis (including, without limitation, after any excise taxes payable under Section 4999), an amount of the Parachute Amount which is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount.

If the foregoing determination results in a reduction of the payments by the Reduced Amount, such reduction in payments due under this Agreement shall be first applied to reduce any cash severance payments that Executive would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits in a manner that would not result in subjecting Executive to additional taxation under Section 409A of the Code. Within ten days following such determination, but not later than thirty days following the date of the event under Section 280G(b)(2)(A)(i), the Company shall pay or distribute to Executive or for Executive’s benefit such amounts as are then due to Executive under this Agreement and shall promptly pay or distribute to Executive or for his or her benefit in the future such amounts as become due to Executive under this Agreement.

Unless the Executive and the Company otherwise agree in writing, any determination required under this Section 8.2 shall be made in writing by the Company’s independent public accountants immediately prior to the Change of Control or such other person or entity as determined in good faith by the Company (the “Accounting Firm”), whose determination shall be conclusive and binding upon the Executive and the Company.  For purposes of making the calculations required by this Section 8.2, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  The Executive and the Company shall furnish to the

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Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Section 8.2.  The Company shall bear all costs the Accounting Firm may incur in connection with any calculations contemplated by this Section 8.2.

Article 9 Successors and Assignment

9.1Successors to the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.  Failure of the Company to obtain such assumption and agreement prior to the effective date of any such succession shall be a material breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive had terminated employment with the Company voluntarily for Good Reason.  For the purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Effective Date of Termination.

9.2Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by each Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.  If the Executive dies while any amount would still be payable to the Executive hereunder had the Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary.  If the Executive has not named a Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

Article 10 Miscellaneous

10.1Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the effective date of a COC, may be terminated by either the Executive or the Company at any time, subject to applicable law.

10.2Beneficiaries. The Executive may designate one or more persons or entities as the primary or contingent Beneficiaries of any COC Benefits owing to the Executive under this Agreement.  Such designation must be in the form of a signed writing acceptable to the Committee and pursuant to such other procedures as the Committee may decide.  If no such designation is on file with the Company at the time of the Executive’s death, or if no designated Beneficiaries survive the Executive for more than fourteen (14) days, any COC Benefits owing to the Executive under this Agreement shall be paid to the Executive’s estate.

10.3Number. Except where otherwise indicated by the context, the plural shall include the singular, and the singular shall include the plural.

10.4Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.  Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

10.5Counterparts, Facsimiles & Email Transmissions.  This Agreement and all documents relating hereto may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” or similar format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or signature page were an original thereof.

10.6Modification. Except as provided in Article 1, no provision of this Agreement may be modified, waived, or discharged following a COC unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized member of the Committee or a designee of such authorized member of the Committee, or by the respective parties’ legal representatives and successors.

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10.7Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company (including the Executive Change of Control Agreement that terminated on August 12, 2022), and is in lieu of any notice requirement, policy, or practice.  As such, the COC Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company following a COC.  In addition, COC Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein.  Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

10.8Applicable Law. To the extent not preempted by the laws of the United States, the laws of the state of Washington shall be the controlling law in all matters relating to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates appearing below.

Weyerhaeuser Company	Executive
By: /s/ Denise M. Merle	By: /s/ Devin W. Stockfish
Its: Senior Vice President and Chief Administration Officer	Name: Devin W. Stockfish
Date: August 12, 2022	Date: August 12, 2022

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ANNEX A
NON-COMPETITION AND RELEASE AGREEMENT
FOR THE EXECUTIVE CHANGE OF CONTROL AGREEMENT

1. Parties

The parties to this Non-Competition and Release Agreement are____________ (“Executive”) and WEYERHAEUSER COMPANY, a Washington corporation, and all successors thereto (“Company”).

2. Date

The date of this Non-Competition and Release Agreement (this “Release Agreement”) is , 20 (the “Date of this Agreement”).

3. Recitals

Executive’s employment with Company is ending.  Executive is party to that certain Weyerhaeuser Company Executive Change of Control Agreement dated as of________, 20__ (“COC Agreement”) and is eligible for COC Benefits under the COC Agreement on condition that Executive executes and does not revoke a non-competition and release agreement pursuant to the terms and conditions of the COC Agreement.  This Release Agreement sets forth the terms of Executive’s severance from Company.

4. Defined Terms

When defined terms from the COC Agreement are used herein and not otherwise defined, they shall have the same definitions as provided in the COC Agreement.

5. Termination of Employment

Effective, 20, Executive’s employment with Company terminated (“Termination Date”). Consistent with Section 4.7 of the COC Agreement, Executive hereby agrees that Executive has also resigned any and all other positions with the Company or any of its Affiliates, whether as an officer, director, employee, or agent, in each case effective on the Termination Date.  Executive hereby agrees to execute any and all documentation of such resignations upon request by the Company, but Executive shall be treated for all purposes as having so resigned upon the Termination Date, regardless of when or whether Executive executes any such documentation.

6. Payments

Upon expiration of the Revocation Period, defined below, without exercise of the right to revoke, Executive shall receive or be entitled to receive the COC Benefits and other payments to the extent set forth in the COC Agreement.  Such payments shall be subject to all terms and conditions of the COC Agreement, including, but not limited to, the forfeiture provisions of Section 6.3 thereof.

Notwithstanding any other provision of this Release Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in this Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all COC Benefits and other payments already provided to the Executive under the Severance Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid COC Benefits and other payments hereunder. The COC Benefits shall be subject to (a) forfeiture provisions in any other agreements between the Executive and the Company and (b) any recoupment, clawback or similar policy of the Company as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of previously paid compensation.

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7. Release

In consideration of the payments to be made under the COC Agreement, which Executive acknowledges Executive would not otherwise be entitled to receive, Executive agrees that the consideration provided under the COC Agreement represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, direct and indirect parents and subsidiaries, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, predecessor and successor corporations and assigns, and all persons acting with or on behalf of them (collectively, the “Releasees”).  Executive, on Executive’s own behalf and on behalf of Executive’s heirs, family members, executors, agents, and assigns, hereby and forever releases and discharges the Releasees, and each of them, from any and all claims, liability, demands, rights, damages, costs, attorneys’ fees, and expenses of whatever nature that exist as of the date of execution of this Release Agreement, whether known or unknown, foreseen or unforeseen, asserted or unasserted, including, but not limited to:  (i) all claims arising out of Executive’s employment and/or Executive’s termination from employment, including all claims arising out of applicable state and federal laws, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, state and federal Family Leave Acts, and any other applicable tort, contract, or other common law theories, (ii) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company and/or any of the Releasees, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, (iii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits, (iv) any and all claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between any Releasee and Executive existing as of the date hereof (whether or not known or arising before, on or after the date Executive executes this Release Agreement), (v) any and all claims for violation of the federal or any state constitution, (vi) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination, (vii) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of the COC Agreement, (viii) any and all claims for attorneys’ fees and costs and (ix) any other claims whatsoever.  

This Release Agreement shall not affect Executive’s entitlement to any vested compensatory payments or other benefits due to Executive following the expiration of the Revocation Period pursuant to the terms and conditions of any applicable benefit plans, programs and agreements maintained by Company for the benefit of Executive or to which Company and Executive are parties.  Nothing in this Agreement will be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or comparable state or local agency; provided, however, that, notwithstanding the foregoing, Executive agrees to waive any right to recover monetary damages or other personal legal relief in connection with any such charge, investigation, proceeding, or related lawsuit.

This Release Agreement does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Executive the right to recover any monetary damages against the Company and/or any of the Releasees; and Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company and/or any of the Releasees).  Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Release Agreement.

Executive acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this Release Agreement is knowing and

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voluntary.  Executive agrees that this Release Agreement does not apply to any rights or claims that may arise under the ADEA after the date Executive executes this Release Agreement.  Executive acknowledges that the consideration given for this Release Agreement is in addition to anything of value to which Executive was already entitled.

Executive acknowledges that Executive has been advised to consult with legal counsel and that Executive is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in Executive’s favor at the time of executing the release, which, if known by Executive, must have materially affected Executive’s settlement with the Releasee.  Executive, being aware of said principle, agrees to expressly waive any rights Executive may have to that effect, as well as under any other statute or common law principles of similar effect.

8. Confidentiality Agreement

8.1Company’s Confidential Information.During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Confidential Information. As used herein, “Confidential Information” refers to any and all information of a confidential, proprietary, or trade secret nature that is maintained in confidence by Company for the protection of its business. Confidential Information includes, but is not limited to, Company information about or related to (i) any current or planned products; (ii) research and development or investigations related to prospective products; (iii) proprietary software, inventions, and systems; (iv) suppliers or customers; (v) cost information, profits, sales information and accounting and unpublished financial information; (vi) business and marketing plans and methods; (vii) any other information not generally known to the public that , if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company, (viii) any confidential information related to any client, customer, vendor or supplier of the Company; and (ix) financial, technical, sales, marketing, promotional, manufacturing, development and personnel information, customer and prospective customer lists, supplier and prospective supplier lists, Trade Secrets, designs, product formulations, product specifications, terms of arrangements with clients, customers, vendors or suppliers, training, service and business manuals, training courses and other training and instructional materials, other proprietary information valuable to the operation of the Company and any other information related to the Company that the Company or its affiliates considered or considers to be, and treated or treats as confidential, and all notes, analyses, compilations, summaries, extracts, studies, interpretations or other materials that contain, reflect or are based upon, in whole or in part, any such information, however recorded or preserved, whether written, maintained in the mind or memory of Executive or oral and regardless of whether or not specifically marked as confidential; provided, however, that Confidential Information does not include information that was, is now, or becomes generally available to the public (but not as a result of a breach of any duty of confidentiality by Executive).

8.2Non-disclosure of Confidential Information. Executive acknowledges that the Confidential Information is a special, valuable, and unique asset of Company.  Executive agrees to keep in confidence and trust all Confidential Information for so long as such information is not generally known to the public or to persons outside Company who could obtain economic value from its use.  Executive agrees that Executive shall not directly or indirectly use the Confidential Information for the benefit of Executive or any other person or entity.

8.3 Protected Rights; Limited Trade Secret Immunity. Notwithstanding any other provision of this Release Agreement, nothing contained in this Release Agreement prevents Executive from providing truthful testimony in response to a lawfully-issued subpoena or court order or limits Executive’s ability to communicate with any governmental entity (including for purposes of exercising any legally protected whistleblower rights) or otherwise participate in any investigation or proceeding that may be conducted by any governmental entity, including providing non-privileged documents or other information, without notice to the Company.

  Executive acknowledges that Executive has been notified that under the Defend Trade Secrets Act:  (A) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is:  (x) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law, or (y) made in a complaint or other document filed in a lawsuit or other

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proceeding, if such filing is made under seal so that it is not made public; and (B) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

8.4Legal Process.  In the event that Executive or any of Executive’s affiliates is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any legal proceeding before any governmental entity, to disclose any Confidential Information or Trade Secrets during the applicable restricted period specified in Section 8.1, Executive shall deliver prompt written notice to the General Counsel of the Company of such request or requirement (except to the extent prohibited by applicable law) so that the Company may, at its expense, seek an appropriate protective order or other remedy and Executive shall cooperate with the Company, at the Company’s expense, to obtain such protective order.  In the event that such protective order or other remedy is not obtained or the Company waives in writing compliance with this Section 8, Executive shall furnish only that portion of the Confidential Information or Trade Secrets which is legally required to be disclosed.

9.Non-solicitation and Non-disparagement.

9.1Non-solicitation of Employees. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any employee of Company, any successor corporation, or a subsidiary of Company to work for Executive or any competing company or competing business organization.

9.2Non-solicitation of Customers and Vendors. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any customer, vendor, or supplier of Company to end its relationship with Company.

9.3 Non-disparagement.Neither party hereto shall make any oral or written statement about the other party which is intended or reasonably likely to have the effect of: (i) undermining, impugning, disparaging, injuring the reputation of or otherwise in any way reflecting adversely or detrimentally upon the other party or any of the Releasees: or (ii) accusing or implying that either party or any of the Releasees engaged in any wrongful, unlawful or improper conduct. The foregoing restrictions shall not apply to any testimony that either party is compelled by law to give (whether written or verbal).

10.Non-competition

Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly, whether as an employee, officer, director, shareholder, investor, agent, advisor or consultant, engage or participate in any business that competes with Company, provided that nothing in this Section 10 shall preclude Executive from (i) performing any services on behalf of an investment banking, commercial banking, auditing, or consulting firm or (ii) investing five percent (5%) or less in the common stock of any publicly traded company, provided such investment does not give Executive the right or ability to control or influence the policy decisions of any competing business.

11.Review and Rescission Rights

Executive has forty-five (45) days from the Date of this Agreement (the “Review Period”) within which to decide whether to sign this Release Agreement.  If Executive signs this Release Agreement, Executive may revoke this Release Agreement if, within seven (7) days after signing (the “Revocation Period”), Executive delivers notice in writing to the General Counsel of the Company.

This Release Agreement will not become effective, and the COC Benefits dependent on the execution of this Release Agreement will not become payable, unless and until this Release Agreement is signed within the

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Review Period, the Revocation Period expires, and Executive has not exercised the right to revoke this Release Agreement during the Revocation Period.

Executive may sign this Release Agreement prior to the end of the forty-five (45) day Review Period, thereby commencing the seven (7) day Revocation Period.  Whether Executive decides to sign before the end of the Review Period is entirely up to Executive.

Executive will receive the same severance payments regardless of when Executive signs this Release Agreement, as long as Executive signs prior to the end of the Review Period and does not revoke this Release Agreement within the Revocation Period.

Executive acknowledges that Executive’s release of rights is in exchange for COC Benefits to which Executive otherwise legally would not be entitled.

Executive acknowledges that if Executive revokes, or does not sign this Release Agreement within the Review Period, Executive forfeits all COC Benefits.

12.Advice of Counsel

Executive acknowledges that Executive has been advised to consult with an attorney before signing this Release Agreement.  Executive warrants and agrees that Executive has carefully read and understands this Agreement.

13.Disputes

Any dispute or claim that arises out of or relates to this Release Agreement shall be resolved in accordance with the provisions of Article 7 of the COC Agreement.  Notwithstanding the provisions of this Section 13, any claim by Company for injunctive relief under the provisions of Section 8, 9, or 10 herein, or any subparts thereof, shall not be subject to the terms of this Section 13.

14.Governing Law; Venue

To the extent not preempted by the laws of the United States, Washington law governs this Release Agreement, notwithstanding its choice of law rules.  Each of the parties submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington in any action or dispute arising out of or relating to this Release Agreement and agrees that all claims in respect of such action or dispute may be heard and determined in any such court.  Each party also agrees not to bring any action or proceeding arising out of or relating to this Release Agreement in any other court.  Each of the parties waives any defense of inconvenient forum to the maintenance of any action or dispute so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.

15.Counterparts, Facsimiles & Email Transmissions

This Release Agreement and all documents relating hereto may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” or similar format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or signature page were an original thereof.

16. Entire Agreement

All of the parties’ agreements, covenants, representations, and warranties, express or implied, oral or written, concerning the subject matter of this Release Agreement are contained in this Release Agreement.  All prior

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and contemporaneous conversations, negotiations, agreements, representations, covenants, and warranties concerning the subject matter of this Release Agreement are merged into this Release Agreement.  This is an integrated agreement.

17.Miscellaneous

The benefits and obligations of this Release Agreement shall inure to the successors and assigns of the parties.  The parties acknowledge that the only consideration for this Release Agreement is the consideration expressly described herein, that each party fully understands the meaning and intent of this Release Agreement, that this Release Agreement has been executed voluntarily, and that the terms of this Release Agreement are contractual.  No action taken by the Company and/or any of the Releasees, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company and/or any of the Releasees of any fault or liability.

18.Severability

Executive agrees that each provision in this Release Agreement will be treated as a separate and independent clause, and the enforceability of any one clause will in no way impair the enforceability of any of the other clauses in this Release Agreement.  Moreover, if one or more of the provisions contained in this Release Agreement, whether for the benefit of Executive or Company, are for any reason held to be excessively broad as to scope, activity, or subject so as to be unenforceable at law, such provision or provisions will be construed by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it then appears.

19.Section and Paragraph Titles

Section and paragraph titles in this Release Agreement are used for convenience only and are not intended to and shall not in any way enlarge, define, limit, or extend the rights or obligations of the parties or affect the interpretation of this Release Agreement.

WEYERHAEUSER COMPANY	[NAME]
By: ____________________________________	By: ________________________________________
Title: ___________________________________	Name: ______________________________________
Date: ___________________________________	Date: _______________________________________

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XML

Document and Entity Information	Aug. 11, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 11, 2022
Entity Registrant Name	WEYERHAEUSER CO
Entity Central Index Key	0000106535
Entity Emerging Growth Company	false
Entity File Number	1-4825
Entity Incorporation State Country Code	WA
Entity Tax Identification Number	91-0470860
Entity Address, Address Line One	220 Occidental Avenue South
Entity Address, City Or Town	Seattle
Entity Address, State Or Province	WA
Entity Address, Postal Zip Code	98104-7800
City Area Code	(206)
Local Phone Number	539-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.25 per share
Trading Symbol	WY
Security Exchange Name	NYSE