exv10wxey



 


Weyerhaeuser Company and Subsidiaries



	 
	EXHIBIT 10 (e)








Weyerhaeuser Company

(Executive)


Executive Severance
Agreement


     THIS AGREEMENT 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;


     WHEREAS, should the possibility of a Change in Control of the Company
arise, the Board believes it is imperative that the Company and the Board
should be able to rely upon the Executive to continue in his position, and that
the Company should be able to receive and rely upon 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 in Control; and


     WHEREAS, should the possibility of a Change in Control arise, in addition
to his regular duties, the Executive may be called upon to assist in the
assessment of such possible Change in Control, advise management and the Board
as to whether such Change in 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 advice and counsel
notwithstanding the possibility, threat, or occurrence of a Change in 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 the Agreement


     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. If the Committee
elects not to extend the term of this Agreement, it must deliver written notice
six (6) months prior to the end of such term, or extended term, to the
Executive, that the Agreement will not be extended. In such case, the Agreement
will terminate at the end of the term, or extended term, then in progress.


     However, in the event a Change in Control occurs during the original or
any extended term, this Agreement will remain in effect for the longer of: (i)
twenty-four (24) months beyond the month in which such Change in Control
occurred; (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 Severance Agreement.
	 
	 	(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)	 	“Beneficial Owner” shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.



 






 




Weyerhaeuser Company and Subsidiaries



	 	(d)	 	“Beneficiary” means the persons or entities designated or deemed
designated by an Executive pursuant to Section 13.2 herein.
	 
	 	(e)	 	“Board” means the Board of Directors of the Company.
	 
	 	(f)	 	“Cause” means Executive’s:




	 	(i)	 	Willful and continued failure to perform substantially
Executive’s duties with the Company after the Company delivers to
Executive written demand for substantial performance specifically
identifying the manner in which Executive has not substantially
performed Executive’s duties;
	 
	 	(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(f), no act or omission by Executive shall
be considered “willful” unless it is done or omitted in bad faith or without
reasonable belief that Executive’s action or omission was in the best interests
of the Company. Any act or failure to act based upon: (i) authority given
pursuant to a resolution duly adopted by the Board, or (ii) advice of counsel
for the Company, shall be conclusively presumed to be done or omitted to be
done by Executive in good faith and in the best interests of the Company. For
purposes of subsections (i) and (iii) above, Executive shall not be deemed to
be terminated for Cause unless and until there shall have been delivered to
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three quarters (3/4) of the entire membership to the Board at a
meeting called and held for such purpose (after reasonable notice is provided
to Executive and Executive is given an opportunity, together with counsel, to
be heard before the Board) finding that in the good faith opinion of the Board
Executive is guilty of the conduct described in subsection (i) or (iii) above
and specifying the particulars thereof in detail.



	 	(g)	 	“Change in Control” or “CIC” of the Company shall be deemed to
have occurred as of the first day that any one or more of the
following conditions shall have been satisfied:




	 	(i)	 	Any Person, but excluding the Company and any
subsidiary of the Company and any employee benefit plan sponsored
or maintained by the Company or any subsidiary of the Company
(including any trustee of such plan acting as trustee), directly
or indirectly, becomes the Beneficial Owner of securities of the
Company representing twenty percent (20%) or more of the combined
voting power of the Company’s then outstanding securities with
respect to the election of directors of the Company and such
ownership continues for at least a period of thirty (30) days
(with the end of such period being deemed the effective date of
the CIC); or
	 
	 	(ii)	 	During any twenty-four (24) consecutive month period, the
individuals who, at the beginning of such period, constitute the
Board (the “Incumbent Directors”) cease for any reason other than
death to constitute at least a majority thereof, provided,
however, that a director who was not a director at the beginning
of such twenty-four (24) month period shall be deemed to have
satisfied such twenty-four (24) month requirement (and be an
Incumbent Director) if such director was elected by, or on the
recommendation of or with the approval of, at least two-thirds
(2/3) of the directors who then qualified as Incumbent Directors
either actually (because they were directors at the beginning of
such period) or by prior operation of the provisions of this
Section 2(g); or
	 
	 	(iii)	 	There is consummated: (a) a plan of complete liquidation
of the Company; or (b) a sale or disposition of all or
substantially all the Company’s assets in one or a series of
related transactions; or (c) a merger, consolidation, or
reorganization of the Company with or involving any other
corporation, other than a merger, consolidation, or reorganization
that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than sixty-five percent
(65%) of the combined voting power of the voting securities of the
Company (or such surviving entity) outstanding immediately after
such merger, consolidation, or reorganization.




	 	(h)	 	“CIC-Related Severance Benefits” means the Severance Benefits
associated with a Qualifying CIC-Related Termination, as described in
Section 5.3 herein.



 






 




Weyerhaeuser Company and Subsidiaries

	 	 	 	 	 	 
	 	(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 [state of incorporation]
corporation (including any and all subsidiaries), or any successor
thereto as provided in Article 12 herein.
	 
	 	(l)	 	“Disability” shall have the meaning ascribed to it in the Company’s
Retirement Plan for Salaried Employees, or in any successor to such
plan.
	 
	 	(m)	 	“Effective Date” means the date this Agreement is executed, or such
other date as the Board shall designate.
	 
	 	(n)	 	“Effective Date of Termination” means the date on which a
Qualifying Termination occurs which triggers the payment of Severance
Benefits hereunder.
	 
	 	(o)	 	“Exchange Act” means the United States Securities Exchange Act of
1934, as amended.
	 
	 	(p)	 	“Executive” means
     .
	 
	 	(q)	 	“Good Reason” shall mean, without the Executive’s express written
consent, the occurrence of any one or more of the following in
conjunction with a “CIC”:
	 
	 	 	 	(i)	A material reduction in (or assignment of duties
inconsistent with) the Executive’s position, title or reporting
responsibilities existing prior to the Effective Date;
	 
	 	 	 	(ii)	Within two (2) years following a Change in Control, and
without the Executive’s consent, the Company’s requiring the
Executive to be based at a location which is at least fifty (50)
miles farther from the Executive’s primary residence immediately
prior to a Change in Control than is such residence from the
Company’s headquarters, immediately prior to a Change in 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 reduction by the Company in the Executive’s Base
Salary as in effect on the Effective Date or as the same shall be
increased from time to time;
	 
	 	 	 	(iv)	A material reduction in the benefit coverage provided
to the Executive) 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 (as reasonably
determined by the Executive) provided, however, that reductions in
the levels of participation in any such plans shall not be deemed
to be “Good Reason” if the Executive’s reduced level of
participation in each such program remains substantially
consistent with the average level of participation of other
executives who have positions commensurate with the Executive’s
position at the acquiring company;
	 
	 	 	 	(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 11 herein;
or
	 
	 	 	 	(vii)   	Any purported termination by the Company of the
Executive’s employment otherwise than as permitted under this
Agreement.



 






 


Weyerhaeuser Company and Subsidiaries



	 	 	 	Under this Agreement, “Good
Reason” shall not be deemed to exist unless a
“Change in Control” has occurred within the time frame described in
Section 5.2 herein.
	 
	 	(r)	 	“Non-CIC-Related Severance Benefits” means the Severance Benefits
associated with a Qualifying Non-CIC-Related Termination, as described
in Section 4.3 herein.
	 
	 	(s)	 	“Non-Competition and Release Agreement” is an agreement, in
substantially the form attached hereto in Annex A, executed by and
between Executive and the Company as a condition to Executive’s receipt
of the benefits described in Section 5.3.
	 
	 	(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)	 	“Qualifying CIC-Related Termination” means any of the events
described in Section 5.2 herein, the occurrence of which triggers the
payment of Severance Benefits under Section 5.3 hereunder.
	 
	 	(v)	 	“Qualifying Non-CIC-Related Termination” means any of the events
described in Section 4.2 herein, the occurrence of which triggers the
payment of Severance Benefits under Section 4.3 hereunder.
	 
	 	(w)	 	“Qualifying Termination” means either a Qualifying CIC-Related
Termination or a Qualifying Non-CIC-Related Termination.
	 
	 	(x)	 	“Release Agreement” is an agreement, in substantially the form
attached hereto in Annex B, executed by and between Executive and the
Company as a condition to Executive’s receipt of the benefits described
in Section 4.3.
	 
	 	(y)	 	“Retirement” shall mean early or normal retirement under the
Company’s Retirement Plan for Salaried Employees.
	 
	 	(z)	 	“Severance Benefits” means either CIC-Related Severance Benefits
(as provided in Section 5.3 herein), or Non-CIC-Related Severance
Benefits (as provided in Section 4.3 herein).




Article 3. Participation and Continuing Eligibility under this Agreement


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



     3.2 Removal from Coverage. In the event 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. Removals occurring within six
(6) months prior to a CIC, or within two (2) years after a CIC, shall be null
and void for purposes of this Agreement.



Article 4. Severance Benefits Not Related to a Change In Control


     4.1
Right to Non-CIC-Related Severance Benefits. The Executive shall be
entitled to receive from the Company Non-CIC-Related Severance Benefits, as
described in Section 4.3 herein, if the Executive’s employment with the Company
shall end for any reason specified in Section 4.2 herein.



     The Executive shall not be entitled to receive
Non-CIC-Related Severance
Benefits if he is terminated for Cause, he meets the requirements of the
Company’s mandatory retirement policy (as such is in effect from time to time,
and regardless of whatever “Good Reason” exists at such time), or if his
employment with the Company ends due to death or Disability, or due to a
voluntary termination of employment by the Executive.



     The Executive is not eligible to receive both CIC-Related Severance
Benefits and Non-CIC-Related Severance Benefits. Accordingly, if the Executive
receives CIC-Related Severance Benefits, he shall be ineligible to also receive
Non-CIC-Related Severance Benefits. However, if the Executive suffers a
Qualifying Non-CIC-Related Termination, and if the Company subsequently
undergoes a CIC such that the Executive’s termination date falls within the
window period described in Section 5.2 herein, the Executive’s total Severance
Benefit shall equal the amounts



 






 


Weyerhaeuser Company and Subsidiaries


described as CIC-Related Severance Benefits
(potentially requiring additional payments to the extent the amounts already
paid as Non-CIC-Related Severance Benefits do not equal the amounts described
as CIC-Related Severance Benefits).



     4.2 Qualifying Non-CIC-Related Termination. The occurrence of any one or
more of the following events at any time other than (i) the six (6) full
calendar month period prior to the effective date of a CIC; or (ii) within
twenty-four (24) calendar months following the effective date of a CIC, shall
trigger the payment of Non-CIC Severance Benefits to the Executive under this
Agreement:




	 	(a)	 	An involuntary termination of the Executive’s employment
by the Company, authorized by the Senior Vice President of Human
Resources, for reasons other than Cause; or
	 
	 	(b)	 	The Company or any successor company breaches any
material provision of this Agreement.




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




	 	(a)	 	An amount equal to one and one-half (1 1/2) 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 one and one-half (1 1/2) 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 Effective Date of Termination.
	 
	 	(d)	 	An amount equal to the Executive’s unpaid targeted annual
bonus, established 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 the
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 any
pro-rated bonuses required under the Company’s applicable short-
and intermediate-term incentive plan.
	 
	 	(e)	 	A lump sum payment of $10,000 (net) in order to assist
the Executive in COBRA payments, if any, that he incurs.




     4.4 Termination for Cause or by the Executive Other Than for Retirement.
If the Executive’s employment is terminated either: (i) by the Company for
Cause; or (ii) by the Executive (other than for Retirement), the Company shall
pay the Executive his full Base Salary and accrued vacation through the
Effective Date of Termination, 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 for Cause under
this Article 4 shall be communicated by a Notice of Termination. For purposes
of this Agreement, a “Notice of Termination” shall mean a written notice which
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 Release Agreement. In the event the Company terminates
Executive’s employment for any reason other than for Cause, Retirement or
Disability, the Company shall, not later than the date it delivers the Notice
of Termination to Executive, present Executive with a Release Agreement for
execution by Executive. Such release shall be deemed effective upon the
expiration of the required waiting periods under any applicable state and/or
Federal laws.



     The minimum value of the 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 herein.



 






 


Weyerhaeuser Company and Subsidiaries


     4.7 Removal from Representative Boards. In the event the terminating
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 herein, 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. Change-in-Control Severance Benefits


     5.1 Right to CIC-Related Severance Benefits. The Executive shall be
entitled to receive from the Company CIC-Related Severance Benefits, as
described in Section 5.3 herein, if there has been a CIC of the Company and if,
within the six (6) full calendar month period prior to the effective date of a
CIC, or within twenty-four (24) calendar months following the effective date of
a CIC, the Executive’s employment with the Company shall end for any reason
specified in Section 5.2 herein.



     The Executive shall not be entitled to receive CIC-Related Severance
Benefits if he is terminated for Cause, or if his employment with the Company
ends due to death or Disability, or due to a voluntary termination of employment by the Executive without Good
Reason. Further, receipt of CIC-Related Severance Benefits shall disqualify the
Executive from eligibility to receive Non-CIC-Related Severance Benefits.



     5.2 Qualifying CIC-Related Termination. The occurrence of any one or more
of the following events within the six (6) full calendar month period prior to
the effective date of a CIC, or within twenty-four (24) calendar months
following the effective date of a CIC of the Company shall trigger the payment
of CIC-Related Severance Benefits to the Executive under this Agreement:




	 	(a)	 	An involuntary termination of the Executive’s employment
by the Company, authorized by the Senior Vice President of Human
Resources, for reasons other than Cause and other than mandatory
retirement, or a voluntary termination by the Executive for Good
Reason; or
	 
	 	(b)	 	The Company or any successor company breaches any
material provision of this Agreement.




     5.3 Description of CIC-Related Severance Benefits. In the event that the
Executive becomes entitled to receive CIC-Related Severance Benefits (and
further contingent upon the proper execution of the Non-Competition and Release
Agreement set forth in Section 5.8 herein), as provided in Sections 5.1
and 5.2 herein, and subject to the cap described in Section 7.1 herein, the
Company shall pay to the Executive and provide him 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 bonus established for the bonus plan year in
which the Change in Control occurs).
	 
	 	(c)	 	An amount equal to the Executive’s unpaid Base Salary and
accrued vacation pay through the Effective Date of Termination.
	 
	 	(d)	 	An amount equal to the Executive’s unpaid targeted annual
bonus, established 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 the
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 any
pro-rated bonuses required under the Company’s applicable short-
and intermediate-term incentive plan.
	 
	 	(e)	 	A continuation of the welfare benefits of health care,
and life insurance coverage for three (3) full years after the
Effective Date of Termination. These benefits shall be provided
to the Executive at the same premium cost, and at the same
coverage level, as in effect as of the Executive’s Effective Date
of Termination. However, in the event that substantially similar
benefits are not practically able to be provided by the Successor
Company, the Company will pay the Executive a lump sum equal to
$25,000 for each year of benefits coverage protection, or $75,000
in total.




 






 


Weyerhaeuser Company and Subsidiaries



	 	 	 	Notwithstanding any of the above, such medical benefits shall be
secondary to any similar medical benefits provided by the
Participant’s subsequent employer and Medicare, if applicable.
	 


	 	(f)	 	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 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.
	 


	 	(g)	 	An amount equal to the value of the stock equivalents
representing premiums (including any appreciation and dividend
equivalents) that are forfeited under Section 12(c) and/or Section
12(f)(ii) of the Weyerhaeuser Company Comprehensive Incentive
Compensation Plan, in connection with the Executive’s CIC-Related
Termination. If no such premiums are forfeited under such
Sections, then this Section 5.3(g) shall be null and void.




     5.4 Termination for Disability. Following a CIC of the Company, if the
Executive’s employment is terminated due to Disability, the Executive shall
receive his Base Salary through the Effective Date of Termination, at which
point in time the Executive’s benefits shall be determined in accordance with
the Company’s disability, retirement, insurance, and other applicable plans and
programs then in effect.



     5.5 Termination for Retirement or Death. Following a CIC of the Company,
if the Executive’s employment is terminated by reason of his Retirement or
death, the Executive’s benefits shall be determined in accordance with the
Company’s retirement, survivor’s benefits, insurance, and other applicable
programs of the Company then in effect.



     5.6 Termination for Cause or by the Executive Other Than for Good Reason
or Retirement. Following a CIC 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 Retirement) and other than for Good Reason, the Company shall
pay the Executive his full Base Salary and accrued vacation through the
Effective Date of Termination, 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.



     5.7 Notice of Termination. Any termination by the Company for Cause or by
the Executive for Good Reason under this Article 5 shall be communicated by
Notice of Termination. For purposes of this Agreement, a “Notice of
Termination” shall mean a written notice which 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.



     5.8 Delivery of Non-Competition and Release Agreement. In the event the
Company terminates Executive’s employment for any reason other than for Cause,
Retirement or Disability, the Company shall, not later than the date it
delivers the Notice of Termination to Executive, present Executive with a
Non-Competition and Release Agreement for execution by Executive. Such release
shall be deemed effective upon the expiration of the required waiting periods
under applicable state and/or Federal laws.



     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 in Section 5.3 herein.



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



 








 


Weyerhaeuser Company and Subsidiaries


Article 6. Form and Timing of
Severance Benefits



     6.1 Form and Timing of Severance Benefits. The Severance Benefits
described in Sections 4.3(a), 4.3(b), 4.3(c), 4.3(d), 5.3(a), 5.3(b), 5.3(c),
5.3(d), and 5.3(g) herein shall be paid in cash to the Executive in a single
lump sum, subject to the Non-Competition and Release Agreement or Release Agreement
in Sections 4.6 and 5.8, as soon as practicable following the Effective Date of
Termination (and successful expiration of the waiting periods set forth in
Sections 4.6 and 5.8 herein), but in no event beyond thirty (30) days from such
date.



     6.2 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 7. Excise Tax
Equalization Payment



     7.1 Excise Tax Equalization Payment. In the event that the Executive
becomes entitled to CIC-Related Severance Benefits or any other payment or
benefit under this Agreement, or under any other agreement with or plan of the
Company (in the aggregate, the “Total Payments”), if any of the Total Payments
will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the
Code (or any similar tax that may hereafter be imposed), the Company shall pay
to the Executive in cash an additional amount (the “Gross-Up Payment”) such
that the net amount retained by the Executive after deduction of any Excise Tax
upon the Total Payments and any Federal, state and local income tax and Excise
Tax upon the Gross-Up Payment provided for by this Section 7.1 (including
FICA), shall be equal to the Total Payments. Such payment shall be made by the
Company to the Executive as soon as practical following the effective date of
termination, but in no event beyond thirty (30) days from such date; provided,
however, that the Executive’s CIC-Related Severance Benefits shall be grossed
up only in the
event that application of the gross-up feature would result in the
Executive receiving additional after-tax CIC-related amounts of at least fifty
thousand dollars ($50,000) when compared with capping such
Change-in-Control-Related Severance Benefits at the maximum amount that may be
paid without incurring Excise Taxes. In the event that a gross-up of the
Executive’s CIC-Related Severance Benefits under this Agreement would result in
less than ten thousand dollars ($10,000) additional after-tax CIC-related
amounts, the Executive’s CIC-Related Severance Benefits shall be capped at the
maximum amount that may be paid without incurring Excise Taxes. If the
CIC-Related Severance Benefit becomes subject to the cap described above, the
amount due to the Executive under Section 5.3(a), 5.3(b) or 5.3(d) (cash
payments) shall be reduced initially; thereafter, the Committee shall determine
how the CIC-Related Severance Benefits subject to the cap shall be paid.



     7.2 Tax Computation. In determining the potential impact of the Excise
Tax, the Company may rely on any advice it deems appropriate, including, but
not limited to, the counsel of its independent auditors. For purposes of
determining whether any of the Total Payments will be subject to the Excise Tax
and the amounts of such Excise Tax:




	 	(a)	 	Any other payments or benefits received or to be received
by the Executive in connection with a CIC of the Company or the
Executive’s termination of employment (whether pursuant to the
terms of this Agreement or any other plan, arrangement, or
agreement with the Company, or with any Person whose actions
result in a CIC of the Company or any Person affiliated with the
Company or such Persons) shall be treated as “parachute payments”
within the meaning of Section 280G(b)(2) of the Code, and all
“excess parachute payments” within the meaning of Section
280G(b)(1) shall be treated as subject to the Excise Tax, unless
in the opinion of the Company’s independent auditors, such other
payments or benefits (in whole or in part) do not constitute
parachute payments, or unless such excess parachute payments (in
whole or in part) represent reasonable compensation for services
actually rendered within the meaning of Section 280G(b)(4) of the
Code in excess of the base amount within the meaning of Section
280G(b)(3) of the Code, or are otherwise not subject to the Excise
Tax;
	 
	 	(b)	 	The amount of the Total Payments which shall be treated
as subject to the Excise Tax shall be equal to the amount of
excess parachute payments within the meaning of Section 280G(b)(1)
of the Code (after applying clause (a) above); and
	 
	 	(c)	 	The value of any noncash benefits or any deferred payment
or benefit shall be determined by the Company’s independent
auditors in accordance with the principles of Sections 280G(d)(3)
and (4) of the Code.




     For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay Federal income taxes at the highest marginal
rate of Federal income taxation in the calendar year in which the Gross-Up
Payment is to be made, and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the
Executive’s residence on the
Effective Date of Termination, net of the



 






 


Weyerhaeuser Company and Subsidiaries


maximum reduction in Federal income
taxes which could be obtained from deduction of such state and local taxes.


     7.3 Subsequent Recalculation. In the event the Internal Revenue Service
adjusts the computation of the Company under Section 7.2 herein so that the
Executive did not receive the greatest net benefit, the Company shall reimburse
the Executive for the full amount necessary to make the Executive whole, plus a
market rate of interest, as determined by the Committee; provided, however,
that the Executive follow the procedures set forth in this Section 7.3.



     The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten (10) business days after the later of either:
(i) the date the Executive has actual knowledge of such claim, or (ii) ten (10)
days after the Internal Revenue Service issues to the Executive either a
written report proposing imposition of the Excise Tax or a statutory notice of
deficiency with respect thereto, and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the thirty (30)
day period following the date on which it gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect
to such claim is due). If the Company notifies the Executive in writing prior
to the expiration of such period that it desires to contest such claim, the
Executive shall:




	 	(a)	 	Give the Company any information reasonably requested by
the Company relating to such claim;
	 
	 	(b)	 	Take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to
time, including, without limitation, accepting legal
representation with respect to such claim by an attorney
reasonably selected by the Company;
	 
	 	(c)	 	Cooperate with the Company in good faith in order
effectively to contest such claim; and
	 
	 	(d)	 	Permit the Company to participate in any proceedings
relating to such claims.




     Provided, however, that the Company shall directly bear and pay all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses. Without limitation of the
foregoing provisions of this Section 7.3, the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings, and
conferences with the taxing authority in respect of such claim.



     If, after the receipt by the Executive of an amount advanced by the
Company pursuant to this Article 7, the Executive becomes entitled to receive
any refund with respect to such claim due to an overpayment of any Excise Tax
or income tax, including interest and penalties with respect thereto, the
Executive shall (subject to the Company’s complying with the requirements of
this Section 7.3) promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Executive of an amount advanced by the
Company pursuant to this Article 7, a determination is made that the Executive
shall not be entitled to any refund with respect to such claim and the Company
does not notify the Executive in writing of its intent to contest such denial
of refund prior to the expiration of thirty (30) days after such determination,
then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.



Article 8. The Company’s
Payment Obligation



     8.1 Payment Obligations Absolute. Except as provided in Sections 9.1 and
9.2 herein, 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 which 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
Sections 9.1 and 9.2 herein, 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 Executives or from whomsoever may be entitled
thereto, for any reasons whatsoever.



 






 


Weyerhaeuser Company and Subsidiaries


     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.


     8.2 Contractual Rights to Benefits. Subject to Section 3.2 herein, 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.


Article 9. Dispute Resolution


     Any dispute or controversy arising under this Agreement shall be settled
by arbitration, conducted before a panel of three (3) arbitrators sitting in a
location selected by the Executive within fifty (50) miles from the location of
his job with the Company, in accordance with the rules of the American
Arbitration Association then in effect.


     Judgment may be entered on the award of the arbitrator in any court having
proper jurisdiction. All expenses of any arbitration involving CIC-Related
Severance Benefits, including the fees and expenses of the counsel for the
Executive, shall be borne by the Company; provided, however, that the Company
shall be reimbursed by the Executive for all such fees and expenses, including
the fees and expenses of the Company, in the event the Executive fails to
prevail with respect to any one (1) material issue of dispute in connection
with such legal action. The Company shall not reimburse the Executive for any
costs associated with arbitration concerning Non-CIC-Related Severance
Benefits.


Article 10. Outplacement Assistance


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


Article 11. Deferral Opportunity


     At the discretion of the Committee, Executives may be offered the
opportunity to defer some or all of the Severance Benefits described herein,
upon such terms as the Committee deems appropriate.


Article 12. Successors and Assignment


     12.1 Successors 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 breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as he would be entitled to hereunder if
he had terminated his employment with the Company voluntarily for Good Reason.
Except for the purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the Effective Date of
Termination.


     12.2 Assignment 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 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 13. Miscellaneous


     13.1 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, prior to the effective date of a
CIC, may be terminated by either the Executive or the Company at any time,
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Weyerhaeuser Company and Subsidiaries


     13.2 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. The Executive may
make or change such designations at any time.


     13.3 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.


     13.4 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 the Agreement, and the 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.


     13.5 Modification. Except as provided in Article 1 and Section 3.2 herein,
no provision of this Agreement may be modified, waived, or discharged 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.


     13.6 Effect of Agreement. This Agreement shall completely supercede and
replace any and all portions of any contracts, plans, provisions, or practices
pertaining to severance entitlements owing to the Executive from the Company,
and is in lieu of any notice requirement, policy or practice. Without limiting
the generality of the proceeding sentence, the Executive’s potential rights to
severance pay, benefits and notice under the Weyerhaeuser Company Severance Pay
Plan shall be completely replaced and superceded by this Agreement. As such,
the Severance Benefits described herein shall serve as the Executive’s sole
recourse with respect to termination of employment by the Company.


     13.7 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 this       day of      
           , 2002.



	 	 	 
	Weyerhaeuser Company
     	 	
Executive
     
	By:             
     
               
                      
            
            
                        
	 	          
               
               
            
            
            
                        

	Its:           
                 
               
            
            
            
                        
	 	 
	Attest:           
               
     
                      
               
     
                        
	 	 




 










 



Weyerhaeuser Company and Subsidiaries



EXECUTIVE OFFICERS


Executives who have Executive Severance Agreements with Weyerhaeuser Company
are the following persons:



	 
	Marvin D. Cooper, Senior Vice President
	William R. Corbin, Executive Vice President
	C. William Gaynor, Senior Vice President
	Richard E. Hanson, Executive Vice President
	Steven R. Hill, Senior Vice President
	Mack L. Hogans, Senior Vice President
	James R. Keller, Senior Vice President
	Michael R. Onustock, Senior Vice President
	Steven R. Rogel, President and Chief Executive Officer
	William C. Stivers, Executive Vice President
	George H. Weyerhaeuser, Jr., Senior Vice President



The terms of all Executive Severance Agreements are the same except that
severance benefit payable to Mr. Rogel when there is no change in control is
two times the highest base salary rate paid to him prior to termination and two
times the target annual bonus established for the bonus plan year in which the
termination occurs.