exv10w6






Exhibit 10.6







Weyerhaeuser Real Estate Company

Management Long-Term Incentive Plan

Amended and Restated Effective January 1, 2009






January 1, 2009



This is the Weyerhaeuser Real Estate Company Management Long-Term Incentive Plan (the “Plan” or
“LTIP”).




I. PURPOSE AND PLAN OBJECTIVE



The purpose of the Weyerhaeuser Real Estate Company (WRECO) Management Long-Term Incentive Plan is
to provide total pay opportunity competitive within the homebuilding industry, and to motivate key
employees to achieve top performance in alignment with WRECO goals and objectives. Participants in
the Plan are eligible to receive incentive Awards based on the long-term performance of WRECO and
their Organization measured against defined strategic goals.



The Plan is designed to accomplish the following objectives:





	 	•	 	Motivate Participants to achieve key business objectives at the WRECO and Organization
levels.
	 
	 	•	 	Attract, retain and motivate Participants by providing opportunities to earn competitive
total pay for top quartile, competitive performance results in the homebuilding industry.
	 
	 	•	 	Reinforce the value of teamwork across WRECO.
	 
	 	•	 	Motivate Participants to support an allocation of capital that generates the best
overall outcome for Weyerhaeuser Company.





II. EFFECTIVE DATE



This Plan, which was originally approved by the Compensation Committee of the Weyerhaeuser Company
Board of Directors, was effective January 1, 2004.





	 	(a)	 	The Plan is hereby amended and restated, effective January 1, 2009.





III. DEFINITIONS





	 	(a)	 	“Award” means the cash amount granted to a Participant for a Plan Period as
determined under the terms of the Plan.
	 
	 	(b)	 	“Company” means Weyerhaeuser Company and includes, where indicated by the
context, its majority-owned subsidiaries.
	 
	 	(c)	 	“Cost of Capital” means the minimum Return on Investment necessary to satisfy
stakeholders.
	 
	 	(d)	 	“Disability” means a medical condition in which a Participant is entitled to
total and permanent disability benefits under the Social Security Act and when a
Participant incurs a termination of employment due to his or her medical condition.
	 
	 	(e)	 	“Employee” means any person who is actively employed on a salaried basis by or
on behalf of WRECO or one of its Organizational Units.




 









 











Weyerhaeuser Real Estate Company

Management Long-Term Incentive Plan

January 1, 2009

Page 2 of 6





	 	(f)	 	“Funding Schedule” means a schedule or chart which indicates the Share Value
associated with WRECO’s and the Organizational Unit’s Pre-Tax Economic Profit for a three
year Plan Period.
	 
	 	(g)	 	“Invested Capital” means total assets, less non-interest bearing liabilities
and capitalized interest.
	 
	 	(h)	 	“Organization” or “Organizational Unit” means a business that is a part
of WRECO or a wholly owned subsidiary of WRECO (e.g., Winchester Homes).
	 
	 	(i)	 	“Participant” means any Employee who is eligible under the terms of Section IV
and is employed by WRECO or an Organizational Unit owned by WRECO, its wholly owned
subsidiaries at the end of the Plan Period. Where appropriate in the context,
“Participant” also means any former Participant.
	 
	 	(j)	 	“Plan Period” means the three consecutive WRECO fiscal years for which
cumulative earnings are measured to determine the plan funding.
	 
	 	(k)	 	“Pre-Tax Earnings” means WRECO or Organizational Unit earnings before deducting
federal and state income taxes.
	 
	 	(l)	 	“Pre-Tax Economic Profit” or “PTEP” means annual WRECO or Organizational Unit
earnings before interest and taxes, net of Weyerhaeuser Company and/or WRECO memo
charges, and less a charge equal to the Cost of Capital multiplied by the most
recent five-quarter average of Invested Capital.
	 
	 	(m)	 	“Retires or Retirement” means terminates employment from WRECO constituting
early or normal retirement, as provided in the Weyerhaeuser Company Retirement Plan for
Salaried Employees, as amended from time to time.
	 
	 	(n)	 	“Return on Investment” or “ROI” means the amount determined by dividing
WRECO’s annual earnings before interest and taxes net of Weyerhaeuser Company and/or WRECO
memo charges, divided by the most recent five-quarter average of Invested Capital.
	 
	 	(o)	 	“ROI Ranking” for purposes of this Plan means the ranking of WRECO’s Three-Year
ROI among its peer group of public homebuilding companies. The peer group is determined by
the WRECO President.
	 
	 	(p)	 	“Shares” means a number of units awarded to a Participant for purposes of
calculating the Long-Term Incentive Plan Award. Shares are not traded or exchangeable, and
do not represent shares of Weyerhaeuser Company, WRECO stock or an interest in any
Organizational Unit.
	 
	 	(q)	 	“Share Value” means the value of Shares awarded to a Participant for purposes
of calculating the Long-Term Incentive Plan Award.
	 
	 	(r)	 	“Three-Year ROI” means the amount determined by dividing the sum of earnings
before interest and taxes net of Weyerhaeuser Company and/or WRECO memo charges for the
three-year Plan Period, divided by average of Invested Capital for the thirteen quarters in
the Plan Period. The Three-Year ROI for WRECO and each competitor will be determined by
the WRECO Finance and Planning Department based on internal and public financial
information.
	 
	 	(s)	 	“WRECO” means Weyerhaeuser Real Estate Company and includes, where indicated by
the context, its Organizational Units.





IV. ELIGIBILITY




(a) General Eligibility Criteria



Employees who are Participants in the Plan are limited to those who are selected by the WRECO
President based on salary grade and/or significance of the position within or related to WRECO or
the Organization.



Participants may also participate in other long-term incentive plans offered by the Company
excluding the Weyerhaeuser Company Performance Share Contribution Plan.





 









 








Weyerhaeuser Real Estate Company

Management Long-Term Incentive Plan

January 1, 2009

Page 3 of 6




(b) New Participants



Participants may be eligible for a grant of Shares for the three year Plan Period typically
beginning with February grants in the year following the year of hire with WRECO or an
Organizational Unit.



At the sole discretion of the WRECO President, Participants may be granted Shares for Plan Periods
which already have commenced when the Participant is added to the Plan.




(c) Eligibility of Plan Participation



Generally, to be eligible to become a Participant, Employees must be actively employed by WRECO or
an Organizational Unit and selected by the WRECO President when Shares are granted for a Plan
Period to be eligible to receive Shares. Participants who terminate employment for any reason or
who are on leave of absence or transfer to a position that is not eligible to participate in the
Plan before Shares are granted for a Plan Period, shall not be eligible for a grant of Shares for
such Plan Period. Shares previously granted, if any, will be retained or forfeited, for
Participants who leave the Plan during a Plan Period, as described below.





	 	(i)	 	Retirement, Death, Disability and Job Elimination`. Participants who terminate
employment due to Retirement, death, Disability, or job elimination will retain existing
Shares previously granted and will be eligible for payment of Awards (if any) at the end of
the three year Plan Period.
	 
	 	(ii)	 	Leave of Absence or Transfer. Participants who take a leave of absence, or
transfer to another position within Weyerhaeuser Company or any of it’s wholly owned
subsidiaries that is not eligible to participate in the Plan, may retain existing Shares
previously granted at the sole discretion of the WRECO President. Any Shares retained will
be eligible for payment at the end of the three year Plan Period.
	 
	 	(iii)	 	Voluntary Termination. Participants who voluntarily terminate employment and
who are not eligible for Retirement will forfeit any Shares previously granted for Plan
Periods that have not ended. Such Shares previously granted will be of no value for
purposes of calculating Awards.
	 
	 	(iv)	 	Involuntary Termination. Any Shares previously granted for Plan Periods that
have not ended will be forfeited in the event of termination for cause or performance
reasons, and will be of no value for purposes of calculating Awards.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PLAN PARTICIPATION
	TERMINATION REASON	 	Retain Shares	 	Discretionary	 	Forfeit Shares
	Retirement
	 	 	ü	 	 	 	 	 	 	 	 	 
	Death
	 	 	ü	 	 	 	 	 	 	 	 	 
	Disability
	 	 	ü	 	 	 	 	 	 	 	 	 
	Job Elimination
	 	 	ü	 	 	 	 	 	 	 	 	 
	Leave of Absence
	 	 	 	 	 	 	ü	 	 	 	 	 
	Transfer (to Ineligible Position)
	 	 	 	 	 	 	ü	 	 	 	 	 
	Voluntary Termination
	 	 	 	 	 	 	 	 	 	 	ü	 
	Involuntary Termination for Cause or Performance
	 	 	 	 	 	 	 	 	 	 	ü	 






 









 






Weyerhaeuser Real Estate Company

Management Long-Term Incentive Plan

January 1, 2009

Page 4 of 6




V. AWARD DETERMINATION



Each Participant’s Award is determined as follows:




WRECO PTEP Share Value plus

Organization PTEP Share Value plus

ROI Ranking Share Value

equals

Total Share Value

times

Number of Shares Granted

equals

Total LTIP Award



Shares, if any, will be granted by the WRECO President for each Plan Period, typically by
March 1 of the first year of each Plan Period. The number of Shares granted to a Participant for a
Plan Period will be based on (a) position/role, (b) the Organization’s contribution to earnings
and/or growth in earnings, and (c) contribution to other WRECO strategic objectives.



Share Values are determined by Funding Schedules based on achievement of cumulative WRECO Pre-Tax
Economic Profit, Organization Pre-Tax Economic Profit and competitive ROI ranking for each three
year Plan Period.



The Funding Schedule for each three year Plan Period is typically distributed to participants by
March 15 of the first year of a Plan Period.



Organizational Pre-Tax Economic Profit Share Value will generally be determined based on the
Organization where the Participant was employed, at the time LTIP Shares were granted. In
situations where a Participant transfers to a different Organization during a Plan Period, the
WRECO President has the discretion to change the Organization for which Organizational PTEP Share
Value will be determined.




VI. PAYMENT OF AWARDS



All Awards under this Plan will be in cash and will be subject to appropriate tax withholding.



All Awards will be paid by March 15 of the year following completion of each three year Plan
Period.



Final funding will be determined by the WRECO President and approved by the Weyerhaeuser Company
CEO and the Compensation Committee of the Weyerhaeuser Company Board of Directors.





 









 








Weyerhaeuser Real Estate Company

Management Long-Term Incentive Plan

January 1, 2009

Page 5 of 6



Each Participant may appoint a beneficiary or beneficiaries to receive payments after his or
her death. The appointment shall be made on a form supplied by WRECO and may be revoked or
superseded at any time by filing a new beneficiary designation with WRECO. The most recent valid
beneficiary designation on file with WRECO at the time of the Participant’s death will be
controlling. If a married Participant designates someone other than his or her spouse as a primary
beneficiary, then the designation will have no effect as to the Participant’s interest under the
Plan unless the spouse has consented in writing to the designation of such beneficiary and such
consent is witnessed by a notarized notary public.



If the Participant does not have a valid beneficiary designation on file with WRECO at the time of
his or her death, or if all of the Participant’s designated beneficiaries predecease the
Participant, then the Participant’s beneficiary will be the Participant’s estate. For purposes of
the Plan, “spouse” means the person who is recognized as the Participant’s lawful spouse under
applicable state law.




VII. RIGHT TO AMEND OR TERMINATE



This Plan may be amended or terminated at any time by the Compensation Committee of the
Weyerhaeuser Company Board of Directors. The Compensation Committee of the Weyerhaeuser Company
Board of Directors has the right to amend the Plan or to delegate the right to amend the Plan at
any time.




VIII. CONTINUATION RIGHTS



No Participant shall have any right or interest in the Plan or in its continuance or in his or her
continued participation in the Plan. The existence of the Plan does not extend to any Participant
a right to continued employment with WRECO, an Organizational Unit or Weyerhaeuser Company.




IX. PLAN ADMINISTRATION



The administration of the Plan is the responsibility of the Director, Human Resources for WRECO.
To the extent necessary to carry out such administration, the Senior Vice President, Human
Resources for Weyerhaeuser Company has the power and authority to construe and interpret the
provisions of the Plan, and to adopt, amend and rescind Plan rules.




X. ADDITIONAL PROVISIONS



Award payments will be treated as compensation for purposes of other benefits maintained by WRECO
or the Company only to the extent provided under the terms of the governing documents for such
other benefits.



Nothing in the Plan will be construed to limit the right of WRECO or the Company to establish,
alter or terminate any other forms of incentives or other compensation or benefits.





 









 








Weyerhaeuser Real Estate Company

Management Long-Term Incentive Plan

January 1, 2009

Page 6 of 6



The Plan and payments hereunder are intended to be exempt from the requirements of Section
409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) to the maximum extent
possible. To the extent Code Section 409A is applicable, the Plan is intended to comply with the
deferral, payout and other limitations and restrictions imposed under Code Section 409A.
Notwithstanding any other provision of the Plan to the contrary, the Plan shall be interpreted,
operated and administered in a manner consistent with such intentions. Without limiting the
generality of the foregoing, and notwithstanding any other provision of the Plan to the contrary,
with respect to any payments and benefits under the Plan to which Code Section 409A applies, all
references in the Plan to the termination of a Participant’s employment are intended to mean his or
her “separation from service,” within the meaning of Code Section 409A. Moreover, notwithstanding
any provision in the Plan to the contrary, WRECO or the Company may (but has no obligation to do
so), at any time and without the consent of any Participant, modify the terms of the Plan as it
determines appropriate to avoid or mitigate the imposition of additional taxes under Code Section
409A. Notwithstanding the foregoing, no provision of the Plan shall be interpreted or construed to
transfer any liability for failure to comply with Code Section 409A from a Participant or any other
individual to the Company or any of its affiliates, employees or agents.



Any Award paid under the Plan is an unfunded obligation of the Company. The Company is not required
to segregate any monies from its general funds, to create any trust or to make any special deposits
with respect to this obligation. The creation or maintenance of any account with the Company’s
general funds with respect to the Plan shall not create or constitute a trust or create any vested
interest in any Participant or his or her beneficiary or creditors in any assets of the Company. No
right or interest conferred on any Participant pursuant to the Plan shall be assignable or
transferable, either by voluntary or involuntary act or by operation of law.



Regardless of the location or residence of any Participant or Employee, the Plan will be governed
by the laws of the State of Washington, without giving effect to its conflict of laws principles.