Form of Restricted Stock Unit Agreement



 Exhibit (10)(r)(i) 
 POTLATCH CORPORATION 
 RESTRICTED STOCK UNIT AGREEMENT 
 2005 STOCK INCENTIVE PLAN 
 THIS RESTRICTED
STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement, by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”), and
the employee of the Corporation or an Affiliate named in the attached Addendum (the “Employee”). 
 W I T N E S S E T H: 

WHEREAS, the Corporation maintains the Potlatch Corporation 2005 Stock Incentive Plan (the “Plan”), which is incorporated into and forms a
part of this Agreement, and the Employee has been selected to receive a grant of Restricted Stock Units under Section 9 of the Plan; 
 NOW, THEREFORE, for valuable consideration, the parties agree as follows: 
 1. Definitions. In addition to the terms defined elsewhere in
this Agreement, the following terms used in this Agreement shall have the meanings set forth in this Section 1. Capitalized terms not defined in this Agreement shall have the same definitions as in the Plan. 
  

	 	(a)	“Addendum” means the attached Addendum. 

  

	 	(b)	“Board” means the Board of Directors of the Corporation. 

  

	 	(c)	“Change in Control” means an event or transaction described in Section 7(e) of the Plan. 

  

	 	(d)	“Code” means the Internal Revenue Code of 1986, as amended. 

  

	 	(e)	“Common Stock” means the $1 par value Common Stock of the Corporation. 

  

	 	(f)	“Committee” means the committee appointed by the Board to administer the Plan. 

  

	 	(g)	 “Disability” means the condition of the Employee who is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or 



  

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which has lasted or can be expected to last for a continuous period of at least 12 months. 


  

	 	(h)	“Grant Date” means the effective date of the award of the Restricted Stock Units to the Employee, as specified in the Addendum. 

  

	 	(i)	“Restricted Stock Units” means an award denominated in Shares granted pursuant to Section 9 of the Plan. 

  

	 	(j)	“Share” means one share of Common Stock, adjusted in accordance with Section 16 of the Plan. 

  

	 	(k)	“Vesting Period” means that period or periods set forth in the Addendum. 

 2. Award. Subject to the terms of this Agreement and the Addendum, the Employee is hereby awarded a grant of Restricted Stock Units in the number set forth in the Addendum (the “Award”). Except as
otherwise set forth herein, the number of Shares actually payable to the Employee is contingent on the Employee remaining in the continuous service of the Corporation or an Affiliate for the duration of the Vesting Period. This Award has been
granted pursuant to the Plan, a copy of which is attached and the terms and conditions of which are incorporated by reference into this Agreement. 
 3.
Dividend Equivalents. During the Vesting Period, dividend equivalents shall be converted into additional Restricted Stock Units based on the closing price of the Corporation’s Common Stock on the New York Stock Exchange on the dividend
payment date. Such additional Restricted Stock Units shall vest or be forfeited in the same manner as the underlying Restricted Stock Units to which they relate. 
 4. Settlement of Awards. Pursuant to Section 5, the Corporation shall deliver to the Employee one Share for each vested Restricted Stock Unit included in the Award and, as applicable, one Share for each Restricted Stock Unit
that corresponds to an accrued dividend equivalent. Any vested Restricted Stock Units payable to the Employee (including Shares payable pursuant to Section 3 above) shall be paid solely in Shares. Any fractional Share will be rounded to the
closest whole Share. 
 5. Time of Payment. Except as otherwise provided in this Agreement, the Shares issuable for the vested Restricted Stock Units
shall be delivered to the Employee (or, in the case of the Employee’s death before delivery, to the Employee’s beneficiary or representative) as soon as practicable after the end of the Vesting Period. 
 6. Retirement, Disability, or Death During Vesting Period. If the Employee’s employment with the Corporation or an Affiliate terminates during the Vesting
Period because of the Employee’s retirement under the Salaried Employees’ Retirement Plan, or due to his or her Disability or death, and the Award provides for vesting in its entirety as of a single date, the Employee (or, in the case of
the Employee’s death, the 

  

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Employee’s beneficiary or representative) will be entitled to a prorated number of the Restricted Stock Units based on the number of months completed in
the Vesting Period as of the date of termination divided by the total number of months in the Vesting Period. If the Award vests ratably during the term of the Vesting Period, the Employee will receive the next tranche of Restricted Stock Units
scheduled to vest. 
 7. Termination of Employment During the Vesting Period. If the Employee’s employment with the Corporation or an Affiliate
terminates during the Vesting Period for any reason other than retirement under the Salaried Employees’ Retirement Plan, Disability, or death, the portion of unvested Restricted Stock Units granted under this Agreement shall be terminated
automatically as of the date of such termination of employment. 
 8. Change in Control. In the event that the Employee’s employment with the
Corporation or an Affiliate is involuntarily terminated without Cause (as defined in the Plan) or voluntarily terminated for Good Reason (as defined in the Plan) within one month prior to or 24 months following the effective date of a Change in
Control that is at least six months following the Grant Date, the Restricted Stock Units shall become immediately vested in full and immediately payable in accordance with Section 4 above. 
 9. Available Shares. The Corporation agrees that it will at all times during the term of this Agreement reserve and keep available sufficient authorized but
unissued or reacquired Shares to satisfy the requirements of this Agreement. 
 10. Recapitalization. The number of Share Equivalents covered by this
Restricted Stock Unit award shall be proportionately adjusted for any increase or decrease in the number of issued Shares by reason of stock dividends, stock splits, consolidations, recapitalizations, reorganizations or like events, as determined by
the Committee pursuant to Section 16 of the Plan. Subject to any required action by the stockholders, if the Corporation is a party to a merger, consolidation or other reorganization, the Restricted Stock Units covered by this Award shall
entitle the Employee to the same securities or other consideration as shall be paid to holders of the Corporation’s outstanding Shares upon such corporate reorganization. 
 11. Applicable Taxes. In the event the Corporation determines that it is required to withhold state or federal income tax as a result of the payment of the Shares, the Employee will make arrangements
satisfactory to the Corporation to enable it to satisfy such withholding requirements. 
 12. Relationship to Other Benefits. Restricted Stock Units
shall not be taken into account in determining any benefits under any pension, savings, disability, severance, group insurance or any other pay-related plan of the Corporation or its Affiliates. 
 13. Required Deferral. In the event the Award would cause the Employee to qualify as a “covered employee” pursuant to Section 162(m) of the Code,
that portion of the Award that would exceed the amount deductible by the Corporation under Section 

  

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162(m) of the Code shall be automatically deferred until the Employee’s compensation is no longer subject to Section 162(m) of the Code. Any
portion of the Award so deferred shall be credited with dividend equivalents and shall be paid out as additional Shares in the calendar year in which the Employee’s compensation is no longer subject to Section 162(m) of the Code. Any
deferral of the Restricted Stock Unit Award is intended to comply with Section 409A of the Code. 
 14. Stockholder Rights. Neither the Employee
nor the Employee’s beneficiary or representative shall have any rights as a stockholder with respect to any Shares subject to this Agreement until such Shares shall have been issued to the Employee or the Employee’s beneficiary or
representative. 
 15. Transfers, Assignments, Pledges. Except as otherwise provided in this Agreement, the rights and privileges conferred by this
Agreement shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Award, or of any right or privilege conferred by this Agreement, contrary to the provisions of this Section 15, or upon any attempted sale under any execution, attachment or similar process upon
the rights and privileges conferred by this Agreement, the Award and the rights and privileges conferred by this Agreement shall immediately become null and void. 
 However, this Section 15 shall not preclude: (i) an Employee from designating a beneficiary to succeed, after the Employee’s death, to any rights of the Employee or benefits distributable to the Employee under this Agreement
not distributed at the time of the Employee’s death; or (ii) a transfer of any Award hereunder by will or the laws of descent or distribution. In that regard, any such rights shall be exercisable by the Employee’s beneficiary, and
such benefits shall be distributed to the beneficiary, in accordance with the provisions of this Agreement and the Plan. The beneficiary shall be the named beneficiary or beneficiaries designated by the Employee in writing filed with the Corporation
in such form and at such time as the Corporation shall require. If a deceased Employee has failed to designate a beneficiary or if the designated beneficiary does not survive the Employee, any benefits distributable to the Employee shall be
distributed to the legal representative of the estate of the Employee. If a deceased Employee has designated a beneficiary and the designated beneficiary survives the Employee but dies before the complete distribution of benefits to the designated
beneficiary under this Agreement, then any benefits distributable to the designated beneficiary shall be distributed to the legal representative of the estate of the designated beneficiary. 
 16. No Employment Rights. Nothing in this Agreement shall be construed as giving the Employee the right to be retained as an employee or as impairing the rights
of the Corporation or an Affiliate to terminate his or her employment at any time, with or without cause. 
  

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 17. Administration. The authority to manage and control the operation and administration of this Agreement shall
be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the Committee and any decision made by it with respect to this Agreement
is final and binding. 
 18. Interpretation/Applicable Law. Except as provided in Section 17 hereof, this Agreement shall be interpreted and
construed in a manner consistent with the terms of the Plan and in accordance with the laws of the State of Delaware (without regard to choice of law principles). If there is any discrepancy between the terms and conditions of this Agreement and the
terms and conditions of the Plan, the terms and conditions of the Plan shall control. 
 19. Term of the Agreement. The term of this Agreement shall
end upon the earlier of (i) the delivery of all Shares or other consideration to be issued in exchange for the Restricted Stock Units (and accrued dividend equivalents) subject to the Award granted to the Employee or (ii) upon the
termination of the Employee’s employment with the Corporation or an Affiliate for any reason other than retirement under the Salaried Employees’ Retirement Plan, or the Employee’s Disability or death. 
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