exv10w2






Exhibit 10.2




SRR Severance Tier I US




Form of Weyerhaeuser Company

Executive Severance Agreement



The following executive officers are covered by the Weyerhaeuser Company Executive Severance
Agreement:




Daniel S. Fulton

Ernesta Ballard

Patricia M. Bedient

James M. Branson

Lawrence B. Burrows

Srinivasan Chandrasekaran

Miles P. Drake

Thomas F. Gideon

John A. Hooper

Sandy D. McDade



The terms and conditions of the agreement are the same for all participants except that upon
termination the severance benefits paid to the Chief Executive Officer are equal to two times the
executive’s base salary and bonus. The severance benefits paid to the remaining executive officers
are equal to one and a half times their base salary and bonus.






 









 








SRR Severance Tier I US




Form of

Executive Severance Agreement

(Tier I)




Weyerhaeuser Company




January 1, 2010









 









 








SRR Severance Tier I US




Contents




	 	 	 	 	 	 	 
	Article 1.
	 	Term of This Agreement	 	 	1	 
	 
	 	 	 	 	 	 
	Article 2.
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	Article 3.
	 	Participation and Continuing Eligibility under this Agreement	 	 	3	 
	 
	 	 	 	 	 	 
	Article 4.
	 	Severance Benefits	 	 	3	 
	 
	 	 	 	 	 	 
	Article 5.
	 	Form and Timing of Severance Benefits	 	 	5	 
	 
	 	 	 	 	 	 
	Article 6.
	 	The Company’s Payment Obligation	 	 	5	 
	 
	 	 	 	 	 	 
	Article 7.
	 	Dispute Resolution	 	 	6	 
	 
	 	 	 	 	 	 
	Article 8.
	 	Outplacement Assistance	 	 	6	 
	 
	 	 	 	 	 	 
	Article 9.
	 	Successors and Assignment	 	 	7	 
	 
	 	 	 	 	 	 
	Article 10.
	 	Section 409A	 	 	7	 
	 
	 	 	 	 	 	 
	Article 11.
	 	Miscellaneous	 	 	7	 







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Weyerhaeuser Company

___________________ (Executive)

Severance Agreement (Tier I)




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



     WHEREAS, the Board of Directors of the Company has approved the Company entering into
severance agreements with certain key executives of the Company;



     WHEREAS, the Executive is a key executive of the Company;



     NOW THEREFORE, for good and valuable consideration, the Company and the Executive agree as follows:



Article 1. Term of This Agreement




     Subject to the provisions of Article 10, this Agreement will commence on the Effective Date
and shall continue in effect for three (3) full calendar years. However, at any time prior to the
end of such three-year (3) period and, at any time prior to the end of any extended term, the
Committee may, in its discretion, extend the term of this Agreement for any period of time up to
three (3) additional years. Notwithstanding the foregoing, this Agreement is subject to annual
review and may be amended or otherwise modified by the Committee in its sole discretion subsequent
to such annual review prior to the Effective Date of Termination.



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 (Tier I).
	 
	 	(b)	 	“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.
	 
	 	(c)	 	“Beneficiary” means the persons or entities designated or deemed designated by an
Executive pursuant to Section 11.2.
	 
	 	(d)	 	“Board” means the Board of Directors of the Company.
	 
	 	(e)	 	“Cause” means the Executive’s:






	 	(i)	 	Willful and continued failure to perform substantially the
Executive’s duties with the Company after the Company delivers to the Executive
written demand for substantial performance specifically identifying the manner in
which Executive has not substantially performed the Executive’s duties;





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	 	(ii)	 	Conviction of a felony; or
	 
	 	(iii)	 	Willfully engaging in illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Company.





     For purposes of this Section 2(e), 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 upon (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. For purposes of subsections
(i)-(iii) above, the Executive shall not be deemed to be terminated for Cause unless and until
there shall have been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a
meeting called and held for such purpose (after reasonable notice is provided to the Executive and
the Executive is given an opportunity, together with counsel, to be heard before the Board) finding
that in the good faith opinion of the Board, the Executive is guilty of the conduct described in
subsection (i) or (iii) above and specifying the particulars thereof in detail.




	 	(f)	 	“CIC” of the Company shall have the definition set forth in the CIC Agreement.
	 
	 	(g)	 	“CIC 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.
	 
	 	(h)	 	“Code” means the United States Internal Revenue Code of 1986, as amended.
	 
	 	(i)	 	“Committee” means the Compensation Committee of the Board, or any other committee
appointed by the Board to perform the functions of the Compensation Committee.
	 
	 	(j)	 	“Company” means Weyerhaeuser Company, a Washington corporation (including any and all
subsidiaries), or any successor thereto as provided in Article 9.
	 
	 	(k)	 	“Disability” shall have the meaning ascribed to it in the Company’s Retirement Plan
for Salaried Employees, or in any successor to such plan.
	 
	 	(l)	 	“Effective Date” means the date this Agreement is executed on behalf of the Company,
or such other date as the Board shall designate.
	 
	 	(m)	 	“Effective Date of Termination” means the date on which a Qualifying Termination
occurs that triggers the payment of Severance Benefits hereunder.
	 
	 	(n)	 	“Executive” means a key executive of the Company who has been presented with and
signed this Agreement.
	 
	 	(o)	 	“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.




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	 	(p)	 	“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).
	 
	 	(q)	 	“Qualifying Termination” means any of the events described in Section 4.2, the
occurrence of which triggers the payment of Severance Benefits under Section 4.3.
	 
	 	(r)	 	“Retirement” shall mean early or normal retirement under the Company’s Retirement
Plan for Salaried Employees.
	 
	 	(s)	 	“Severance Benefits” means Severance Benefits described in Section 4.3.





Article 3. Participation and Continuing Eligibility under this Agreement




     3.1 Participation. Subject to Section 3.2, as well as the remaining terms of this Agreement,
the Executive shall remain eligible to receive benefits hereunder during the term of this
Agreement.



     3.2 Removal From Coverage. In the event the Executive’s job classification is reduced below
the minimum level required for eligibility to continue to be covered by severance protection as
determined at the sole discretion of the Committee, the Committee may remove the Executive from
coverage under this Agreement. Such removal shall be effective three (3) months after the date the
Company notifies the Executive of such removal.



Article 4. Severance Benefits




     4.1 Right to Severance Benefits.




	 	(a)	 	Subject to Section 4.1(b), the Executive shall be entitled to receive
from the Company Severance Benefits, if the Executive’s employment with the Company
shall end for any reason specified in Section 4.2, and the Executive is not (i)
reemployed by the Company or any subsidiary or affiliate of the Company whether in
a salaried, hourly, temporary or full-time capacity, or (ii) retained as a
consultant or contractor by the Company or any subsidiary or affiliate of the
Company, or (iii) retained as a consultant or contractor by an entity acquiring
assets from the Company, unless the participation by the Executive has the prior
written approval of the Company’s Senior Vice President of Human Resources.
	 
	 	(b)	 	If the 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
employed by the acquiring entity, the Executive is not eligible to receive
Severance Benefits hereunder.
	 
	 	 	 	The Executive is not eligible to receive both severance benefits under the CIC
Agreement and Severance Benefits hereunder. Accordingly, if the Executive
receives severance benefits under the CIC Agreement, he shall not receive
Severance Benefits hereunder. However, if the Executive suffers a Qualifying
Termination, and if the Company has undergone a CIC such that the Executive’s




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	 	 	 	Effective Date of Termination falls within the window period described in Section
4.2 of the CIC Agreement, the Executive’s total Severance Benefits shall equal
the amounts described as severance benefits under the CIC Agreement (potentially
requiring additional payments to the extent the amounts already paid as Severance
Benefits hereunder do not equal the amounts payable as severance benefits under
the CIC Agreement).





     4.2 Qualifying Termination. An involuntary termination of the Executive’s employment by the
Company, authorized by the Company’s Senior Vice President of Human Resources, for reasons other
than Cause, mandatory Retirement under the Company’s applicable policies, or the Executive’s death,
Disability, or voluntary termination of employment (whether by Retirement or otherwise) at any time
other than within twenty-four (24) full calendar months following the effective date of a CIC shall
trigger the payment of Severance Benefits to the Executive under this Agreement.



     4.3 Description of Severance Benefits. Subject to the conditions of Section 4.6, in the event
that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 and
4.2, the Company shall pay to the Executive and provide him with the following:




	 	(a)	 	An amount equal to
_________ 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
_________ times the Executive’s target annual bonus
established for the bonus plan year in which the Executive’s Effective Date of
Termination occurs.
	 
	 	(c)	 	An amount equal to the Executive’s unpaid Base Salary and accrued
vacation pay through the last day the Executive worked.
	 
	 	(d)	 	An amount equal to the Executive’s unpaid actual annual bonus, paid for
the plan year in which the Executive’s Effective Date of Termination occurs,
multiplied by a fraction, the numerator of which is the number of days completed in
then-existing fiscal year through the Effective Date of Termination and the
denominator of which is three hundred sixty-five (365). Any payments hereunder are
in lieu of bonuses otherwise payable under the Company’s applicable annual
incentive plans.
	 
	 	(e)	 	A lump sum payment of ten thousand dollars ($10,000) (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.




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     4.4 Termination for Cause or by the Executive. If the Executive’s employment is terminated
either (i) by the Company for Cause or (ii) by the Executive, the Company shall pay the Executive
his full 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, and the Company shall have no further obligations to
the Executive under this Agreement.



     4.5 Notice of Termination. Any termination by the Company under this Article 4 shall be
communicated by a Notice 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 the specific termination provision in
this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under the provision so
indicated.



     4.6 Delivery of Non-Competition and Release Agreement. The payment of Severance Benefits is
conditioned on the Executive’s timely execution 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 shall be deemed effective
upon the expiration of the required waiting periods under any applicable state and/or federal laws,
as more specifically described therein.



     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 1.5 times the Executive’s Base Salary which has been built into the
severance formula contained in Section 4.3.



     4.7 Removal From Representative Boards. In the event the terminating the Executive occupies
any board of directors seats solely as a Company representative, as a condition to receiving the
severance set forth in Section 4.3, the Executive shall immediately resign such position upon his
termination of employment with the Company, unless specifically requested in writing by the Company
otherwise.



Article 5. Form and Timing of Severance Benefits




     5.1 Form and Timing of Severance Benefits. The Severance Benefits described in Section 4.3
shall be paid in cash to the Executive in a single lump sum, subject to the Non-Competition and
Release Agreement described in Section 4.6, as soon as practicable following the Effective Date of
Termination, but in no event beyond thirty (30) days from the later of the Effective Date of
Termination and the successful expiration of the waiting periods described in Section 4.6.



     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 Payment Obligations Absolute. Except as provided in this Article 6 and in 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



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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 Section 5.1, 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.




     6.2 Contractual Rights to Benefits. Subject to Sections 3.2 and 6.3, this Agreement
establishes and vests in the Executive a contractual right to the benefits to which he 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. Additional forfeiture provisions may apply pursuant to
other agreements and policies between the Executive and the Company, and any such forfeiture
provisions shall remain in full force and effect.



Article 7. Dispute Resolution




     7.1 Claims Procedure. The Executive may file a written claim with the Company’s Senior Vice
President of Human Resources, who shall consider such claim and notify the Executive in writing of
his decision with respect thereto within ninety (90) days (or within such longer period not to
exceed one hundred eighty (180) days, as the Senior Vice President of Human Resources determines is
necessary to review the claim, provided that the Senior Vice President of Human Resources 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 Senior Vice President of Human Resources. 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).



     7.2 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. Outplacement Assistance




     Following a Qualifying Termination (as described in Section 4.2), the Executive shall be
reimbursed by the Company for the costs of all outplacement services obtained by the Executive



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within the two (2) year period after the Effective Date of Termination; provided, however,
that the total reimbursement shall be limited to twenty thousand dollars ($20,000) and shall be
completed by the end of the calendar year in which such two (2) year period expires.




Article 9. Successors and Assignment




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



     9.2 Assignment by the Executive. This Agreement shall inure to the benefit of and be
enforceable by each 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 him hereunder had he 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. Section 409A




     All Severance Benefits payable under this Agreement are intended to comply with the “short
term deferral” exception specified in Internal Revenue Service Notice 2005-1, or otherwise be
excepted from coverage under Section 409A of the Code (“Section 409A”). Notwithstanding the
foregoing sentence, to the extent such exception is not available and the Executive must be treated
as a “specified employee” within the meaning of Section 409A of the Code (“Section 409A”), any
Severance Benefits payable in cash and due to the Executive on or within the six (6) month period
following the Executive’s actual termination date will accrue during such six (6) month period and
will become payable in a lump sum payment on the date six (6) months and one (1) day following the
date of the Executive’s actual termination; provided, however, that such payments will be paid
earlier, at the times and on the terms set forth in the applicable provisions of this Agreement, if
the Company reasonably determines that the imposition of additional tax under Section 409A will not
apply to an earlier payment of such payments. 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.



Article 11. Miscellaneous




     11.1 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.



     11.2 Beneficiaries. The Executive may designate one or more persons or entities as the primary
and/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



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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.




     11.3 Gender and Number. Except where otherwise indicated by the context, any masculine term
used herein also shall include the feminine, the plural shall include the singular, and the
singular shall include the plural.



     11.4 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.



     11.5 Modification. Except as provided in Article 1 and Section 3.2, 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 by the respective parties’ legal representatives and
successors.



     11.6 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 other than the CIC Agreement, and is in lieu of any notice
requirement, policy, or practice. Without limiting the generality of the preceding sentence, the
Executive’s potential rights to severance pay, benefits, and notice under the Weyerhaeuser Company
the Executive Severance Agreement (Tier I) dated January 1, 2008 (the “2008 Agreement”) shall be
completely replaced and superseded by this Agreement and the 2008 Agreement shall be of no further
force and effect. 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 CIC 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.



     11.7 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	 	 	 	Executive	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Its:
	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Date:
	 	 	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 	 	 	 	 	 










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ANNEX A




NON-COMPETITION AND RELEASE AGREEMENT

FOR THE EXECUTIVE SEVERANCE AGREEMENT (TIER I)



1. Parties.




     The parties to this Non-Competition and Release Agreement are NAME (“the 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 MONTH
DAY, YEAR (DATE DELIVERED TO EXECUTIVE) (the “Date of this Agreement”).



3. Recitals.




     Executive’s employment with Company is ending. Executive is a participant in the Weyerhaeuser
Company Executive Severance Agreement (Tier I) (“Severance Agreement”) and is eligible for
Severance Benefits under the Severance Agreement on condition Executive executes a non-competition
and release 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, they shall have the same
definitions as provided in Article 2 of the Severance Agreement.



5. Termination of Employment.




     (NOTE: This Section 5 may be different depending on what arrangements are made with Executive
about running out vacation or being paid for unused earned vacation.)



     Effective MONTH DAY, YEAR, Executive’s employment with Company shall terminate (“Termination
Date”). Executive’s last day at work shall be MONTH DAY, YEAR, after which Employee will be on
paid vacation through the Termination Date. Executive shall resign all positions with Company,
whether as an officer, employee, or agent, in each case effective on the Termination Date.



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, including, but not limited to, the forfeiture
provisions of Section 6.3 thereof.



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7. Release.




     Executive hereby releases Company, and all successors, subsidiaries, and affiliates of
Company, and all officers, directors, employees, agents, and shareholders of Company, 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, all claims arising out of Executive’s employment and/or Executive’s termination from
employment, and 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; provided,
however, that this release shall not extend to any 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.



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 Company’s 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’s information about or related to (i) any current or planned products, (ii) research and
development or investigations related to prospective products, (iii) proprietary software 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,
and (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.



     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 (i) is
not generally known to the public or to persons outside Company who could obtain economic value
from its use and (ii) is subject to efforts by Company that are reasonable under the circumstances
to maintain its secrecy. Executive agrees that Executive will not directly or indirectly use the
Confidential Information for the benefit of Executive or any other person or entity.



9. Nonsolicitation.




     9.1 Nonsolicitation 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.



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     9.2 Nonsolicitation 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
and/or conduct business with Executive or any entity in which Executive has a financial interest.



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, agent, 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 an Executive Compensation Manager of
Company.



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



     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.



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



12. Advice of Counsel.




     Executive acknowledges that Executive has been advised to consult with an attorney before
signing this Release 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



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     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.




     To the extent not preempted by the laws of the United States, Washington law governs this
Release Agreement, notwithstanding its choice of law rules.



15. 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.



16. 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.



17. 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.



18. 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	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	Date:
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[NAME OF EXECUTIVE]	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Date:	 	 	 	 
	 	 	 	 	 	 	 	 	 






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