Form of Rayonier Incentive Stock Stock Plan




 EXHIBIT 10.19 
 RAYONIER INCENTIVE STOCK PLAN 
 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT 
 THIS AGREEMENT is made by and between Rayonier Inc. (the “Company”) and the individual accepting and agreeing to the terms hereof (the “Optionee”),
pursuant to the Rayonier Incentive Stock Plan (the “Plan”), effective upon such execution. (Terms not defined herein have the same meaning as in the Plan.) 
 WHEREAS, the Optionee is a Key Employee of the Company and the Company through the Plan’s Committee has approved the grant of Non-Qualified Stock Options under the Plan to the Optionee. 
 NOW, THEREFORE, in consideration of the Terms and Conditions of this Agreement and pursuant to the Plan, the parties agree as follows: 
  

	1.	Grant of Options. The Company has granted to the Optionee the right and option to purchase from the Company at a fixed exercise price all or any part of the number of common
shares of the Company, as such Common Shares are presently constituted (the “Common Shares”), specified in the Merrill Lynch Benefits OnLine website (the “Grant”). 

  

	2.	Terms and Conditions. It is understood and agreed that the Option evidenced hereby is subject to the provisions of the Plan (which are incorporated herein by reference) and
the following Terms and Conditions: 

  

	 	a.	Expiration Date. The Option evidenced hereby shall expire ten years following the date of grant or earlier upon termination as specified in the Plan.


  

	 	b.	Exercise of Option. The Option evidenced hereby shall be exercisable from time to time pursuant to the electronic exercise or other procedures adopted by the Company from
time to time and communicated to the Optionee. 

  

	 	c.	Withholding Taxes. Without regard to the method of exercise and payment, the Optionee shall pay to the Company, upon notice of the amount due, any withholding taxes payable
with respect to such exercise. 

  

	 	d.	Exercise Schedule - The Option granted hereby shall become exercisable only after one year of the Optionee’s continuous employment with the Company immediately after the
date of grant and may be exercised thereafter at any time, or from time to time, but only to the extent of one-third of the total number of shares covered by the Option under this Agreement after the first anniversary of such grant, only to the
extent of two-thirds of such total number of shares after the second anniversary thereof, and in full only after the third anniversary thereof, and in any event only during the continuance of the Optionee’s said employment.


  

	 	e.	Compliance with Laws and Regulations. The Option evidenced hereby is subject to restrictions imposed at any time on the exercise or delivery of shares in violation of the
By-Laws of the Company or of any law or governmental regulation that the Company may find to be valid and applicable. 

  

	 	f.	 Interpretation. Optionee acknowledges that this Agreement is governed by the Plan, a copy of which Optionee hereby acknowledges having received, and by such
administrative rules and regulations relative to the Plan and not inconsistent therewith, as 












	 	 
may be adopted and amended from time by the Committee (the “Rules”). Optionee agrees to be bound by the terms and provisions of the Plan and the
Rules, the terms of which are incorporated here in by reference. 


  

	 	g.	Transfer Restrictions. In addition to the restrictions on transferability imposed by the Plan, this Option is not transferable other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act, or the rules thereunder. 

  

	3.	Governing Law. This Agreement is issued, and the Option evidenced hereby is granted, in Jacksonville, Florida, and shall be governed and construed in accordance with the laws
of the State of Florida. 

 IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officer, the day and
year of the grant. 
  

			
	Rayonier Inc.
		
	By:	 	  

		 	W. Edwin Frazier, III
		 	Senior Vice President, Chief Administration Officer and Corporate Secretary


  

			
	Accepted and Agreed:
	
	  

	Optionee
		
	Date: