Form of Stock Option Agreement for the 1989 Stock Incentive Plan



 Exhibit (10)(l)(iii) 
  

STOCK OPTION AGREEMENT 
  
 POTLATCH CORPORATION 1989 STOCK INCENTIVE PLAN 
  
 THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”) and the employee of the Corporation
named in the attached (“Employee”), 
  
 W I T N E S S E T H:

  
 That to encourage stock ownership by employees of the Corporation and
for other valuable consideration, the parties agree as follows: 
  
 1.
Definitions. 
  
 (a) “Agreement” shall mean this
stock option agreement. 
  
 (b) “Board” shall
mean the Board of Directors of the Corporation. 
  
 (c)
“Change in Control” shall mean an event or transaction described in Subparagraph (a), (b), (c) or (d) of Paragraph 3 (without regard to the thirty (30) and three hundred sixty-five (365) day periods also described in those Subparagraphs).

  
 (d) “Code” shall mean the Internal Revenue
Code of 1986, as amended. 
  
 (e) “Common Stock”
shall mean the $1 par value Common Stock of the Corporation. 
  
 (f) “Committee” shall mean the Committee appointed by the Board to administer the Plan. 
  
 (g) “Corporation” shall mean Potlatch Corporation, a Delaware corporation. 
  
 (h) “Date of Grant” shall mean the date on which the Committee determined to grant this Option, as specified
in Section 1 of the addendum to this Agreement. 
  
 (i)
“Disability” shall mean the Employee 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 which has lasted or can be
expected to last for a continuous period of not less than twelve (12) months. 
  

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 (j) “Exercise Price” shall mean the price per Share designated in Section 2 of the
addendum to this Agreement at which this Option may be exercised. 
  
 (k) “Fair Market Value” of a Share as of a specified date shall mean the closing price at which such Shares are traded as of the close of business on such date as reported on the composite tape, or if no trading of
the Common Stock is reported for that day, on the next preceding day on which trading was reported. 
  
 (l) “Incentive Stock Option” shall mean an Option described in Code section 422A(b). 
  
 (m) “Nonqualified Stock Option” shall mean an Option other
than an Incentive Stock Option. 
  
 (n) “Option”
shall mean a stock option granted pursuant to the Plan. 
  
 (o) “Option Period” shall mean the term of this Option as provided in Paragraph 3 of this Agreement. 
  
 (p) “Partial Exercise” shall mean an exercise with respect to less than all of the accrued but unexercised Shares subject to Option held
by the person exercising the Option. 
  
 (q)
“Plan” shall mean the Potlatch Corporation 1989 Stock Incentive Plan, as adopted by the Board on December 8, 1988, and as amended by the Board on February 24, 1989 and February 22, 1990, to be effective on January 1, 1989, and pursuant to
which the parties have entered into this Agreement. 
  
 (r)
“Purchase Price” shall mean the Exercise Price times the number of whole shares with respect to which this Option is exercised. 
  
 (s) “Rules” shall mean the regulations and rules adopted from time to time by the Committee. 
  
 (t) “Securities Act” shall mean the Securities Act of 1933,
as amended. 
  
 (u) “Share” shall mean one share
of Common Stock, adjusted in accordance with Section 11 of the Plan. 
  
 (v) “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Corporation if each of the corporations other than the last corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  

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 2. The Corporation hereby grants to Employee the option to purchase that number of shares of Common Stock specified
in Section 3 of the addendum to this Agreement for the Exercise Price specified in Section 2 of the addendum to this Agreement, on the terms and conditions hereinafter stated, and in consideration for which Employee hereby agrees to continue in the
employment of the Corporation or its Subsidiaries for a period of at least one (1) year from the date of this Agreement. 
  
 This Option has been granted pursuant to the Plan, a copy of the text of which Employee may obtain upon request to the Corporation. 
  
 3. Subject to the conditions stated herein, unless a different period is specified in
Section 5 of the addendum to this Agreement, the period during which the option may be exercised (the “Vesting Schedule”) and the Call Periods applicable to such Vesting Schedule pursuant to Paragraph 4 shall be as follows: 
  

					
	 Number of Shares

	 	 Vesting Schedule*

	 	 Call Period**


	50% of the number of shares specified in Section 3 of the addendum	 	From one year from the Date of Grant to end of term for Option	 	From one year from the Date of Grant to end of term for Option
			
	50% of the number of shares specified in Section 3 of the addendum	 	From two years from the Date of Grant to end of term for Option	 	From two years from the Date of Grant to end of term for Option

  
 No Partial Exercise of this Option may be for
less than ten (10) Share lots or multiples thereof. 
  
 If a period of six
(6) months has elapsed from the Date of Grant, Employee shall have the right to exercise the Option (or in lieu thereof to call the related stock appreciation right), in whole or in part: 
  
 (a) Within thirty (30) days following the consummation of any
transaction approved by the stockholders of the Corporation in which the Corporation will cease to be an independent publicly owned corporation (including, without 
  

	*	 	See Paragraph 5 for further explanation of end of term for Option. 

  

	**	 	This column is applicable only if the Option is granted with a stock appreciation right as indicated in Section 6 of the addendum to this Agreement. 

  

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 limitation, a reverse merger transaction in which the Corporation becomes the subsidiary of another corporation) or
the sale or other disposition of all or substantially all of the assets of the Corporation; 
  
 (b) Within three hundred sixty-five (365) days following the date on which more than one-third (determined by rounding down to the next whole
number) of the individual members of the Board neither (i) were directors of the Corporation on a date three years earlier nor (ii) are individuals whose election or nomination for election as directors was affirmatively voted on by at least a
majority of those directors described in (i) above who were still in office as of the date the Board approved such election or nomination; 
  
 (c) Within three hundred sixty-five (365) days following the date on which any “person” (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) that has acquired Shares pursuant to a tender offer subject to Section 14(d) of the 1934 Act becomes entitled to vote twenty percent (20%) or more of the aggregate voting
power of the capital stock of the Corporation issued and outstanding; and 
  
 (d) Within thirty (30) days prior to any dissolution or liquidation of the Corporation or any merger or consolidation in which the Corporation is not the surviving corporation, but not earlier than the date on which any
required stockholder approval is obtained. 
  
 If an option is not exercised during any
thirty (30) day period described in (a) or (d) above, the option shall terminate at the close of business on the last day of the thirty (30) day period; provided, however, that if periods described in (a) and (d) are contiguous or overlap,
unexercised options shall terminate at the close of business on the last day of the second thirty (30) day period. 
  
 4. If the Option is designated in Section 6 of the addendum to this Agreement as being granted with a stock appreciation right, under the conditions described
herein, Employee may surrender all or part of this Option and exercise the stock appreciation right in lieu of exercising all or any part of this Option, provided that the Fair Market Value of the Common Stock on the date of such exercise is higher
than the Exercise Price specified in Section 2 of the addendum to this Agreement. The exercise of a stock appreciation right shall be referred to herein as the “call” thereof. Upon the call of a stock appreciation right Employee shall be
entitled to receive payment of an amount equal to the difference obtained by subtracting the aggregate option price of the shares subject to the Option (or the 

  

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portion thereof) from the Fair Market Value of such Shares on the date of such call. For all purposes under this Agreement (unless the context requires otherwise), the
terms “exercise” or “exercisable” shall be deemed to include the terms “call” or “callable” as such terms may apply to a stock appreciation right granted in conjunction with the Option and in the event of the
call of the stock appreciation right the underlying Option will be deemed to have been exercised for all purposes under the Plan. 
  
 If the Option is not designated in Section 6 of the addendum to this Agreement as being granted with a stock appreciation right, the Option shall nevertheless
automatically include a stock appreciation right that may be called in the event of a Change in Control, only during the periods described in Subparagraphs (a), (b), (c) or (d) of Paragraph 3 In the case of any stock appreciation right that is
called during either of the thirty (30) day periods described in Paragraph 3(a) or 3(d), for purposes of measuring the value of the stock appreciation right, “Fair Market Value” shall be the greater of (a) the value of the consideration
per share that the Employee would have received in connection with such transaction as a stockholder of the Corporation if he or she had exercised the Option prior to the consummation of the transaction described in Paragraph 3(a) or Paragraph 3(d)
or (b) the value determined in good faith by the Committee (as composed on the day preceding the date of consummation of the transaction described in Paragraph 3(a) or 3(d)), taking into consideration all relevant facts and circumstances.

  
 Payment of a stock appreciation right shall be made as soon as
reasonably practicable following receipt by the Corporation of the form described in Paragraph 8. Payment of the stock appreciation right shall be made in such form as may be permitted pursuant to the Rules as in effect on the date the stock
appreciation right is called. 
  
 5. The term of this Option shall end and
(any other provision of the Plan to the contrary notwithstanding) this Option shall not be exercisable after seven (7) years from the Date of Grant if this Option is designated as an Incentive Stock Option in Section 4 of the addendum to this
Agreement or ten (10) years from the Date of Grant if this Option is designated as a Nonqualified Stock Option in Section 4 of such addendum, or, if earlier, upon the termination of Employee’s employment with the Corporation or its
Subsidiaries, subject to the following provisions: 
  
 (a)
If the termination of employment is caused by Employee’s death, this Option, to the extent that it was exercisable under Paragraph 3 of this Agreement at the date of death and had not previously been exercised or called, may be 

  

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exercised or called at any time before the end of the Option Period as specified in the Option Agreement by Employee’s executors or administrators or by any
person or persons who shall have acquired this Option directly from Employee by bequest or inheritance. 
  
 (b) If the termination of Employees’ employment is caused by Disability or Early, Normal or Late Retirement under the Potlatch Corporation
Salaried Employees’ Retirement Plan, this Option, to the extent it was exercisable under Paragraph 3 of this Agreement at the date of such termination and had not previously been exercised, may be exercised or called at any time before the end
of the Option Period as specified in the Option Agreement. 
  
 (c) If the termination of Employee’s employment is for any reason other than death, Disability, or Early, Normal or Late Retirement under the Potlatch Corporation Salaried Employees’ Retirement Plan, this Option, to the extent
that it was exercisable under Paragraph 3 of this Agreement at the date of such termination and had not previously been exercised, may be exercised within three (3) months after the date of such termination; provided, however, that in such case the
right to call a stock appreciation right shall terminate on the date Employee’s employment terminates unless Employee requests and the Committee permits the call of the stock appreciation right within three (3) months after the date of such
termination. Notwithstanding the foregoing, if the termination of employment is by reason of Employee’s misconduct, the option shall cease to be exercisable or callable at the time of such termination. As used herein “misconduct”
means that Employee has engaged in unfair competition with the Corporation or a Subsidiary, induced any customer of the Corporation or a Subsidiary to breach any contract with the Corporation or a Subsidiary, made any unauthorized disclosure of any
of the secrets or confidential information of the Corporation or a Subsidiary, committed an act of embezzlement, fraud or theft with respect to the property of the Corporation or a Subsidiary, or engaged in conduct which is not in good faith and
which directly results in material loss, damage or injury to the business, reputation or employees of the Corporation or a Subsidiary. The Committee shall determine whether Employee’s employment is terminated by reason of misconduct. In making
such determination the Committee shall act fairly and shall give Employee an opportunity to be heard and present evidence on Employee’s behalf. 
  
 6. The Corporation agrees that it will at all times during the Option Period reserve and keep available sufficient authorized but unissued or reacquired Common
Stock to satisfy the requirements of this Agreement. The 

  

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number of Shares so reserved and the Exercise Price thereof shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding
Shares by reason of stock dividends, split-ups, consolidations, recapitalizations, reorganizations or like events, as determined by the Committee pursuant to the Plan. 
  
 7. Subject to any required action by the stockholders, if the Corporation shall be the surviving corporation in any merger,
consolidation or other reorganization, this Option shall pertain and apply to the securities to which a holder of the number of Shares subject to this Option would have been entitled. Except insofar as Paragraph 3 (and Paragraph 4) permit the
exercise of Options (and stock appreciation rights) within a specified time period before or after a Change in Control, a dissolution or liquidation of the Corporation or a merger, consolidation or other reorganization in which the Corporation is
not the surviving corporation shall cause this Option to terminate on the effective date of such dissolution, liquidation or reorganization, unless the agreement of merger, consolidation or reorganization shall otherwise provide. In the event that
the Corporation undergoes a reverse merger transaction, Employee (or Employee’s representative) shall be entitled to receive the same consideration in such transaction (including, without limitation, cash) as other shareholders are entitled to
receive. 
  
 8. Employee, or Employee’s representative, may call twenty
percent (20%) or more of that portion of the Option which has become vested in accordance with Paragraph 3 of this Agreement at any time during each applicable Call Period, except as requested by Employee or Employee’s representative and
approved by the Committee. For purposes of the Plan, the date of call shall be the date a form provided by the Corporation for this purpose is filed by the Employee or the Employee’s representative and received by the Vice President, Employee
Relations of the Corporation. 
  
 Employee, or Employee’s
representative, may exercise this Option by giving written notice to the Corporation at Spokane, Washington, attention of the Vice President, Employee Relations, specifying the election to exercise the Option, the number of Shares in respect of
which it is being exercised and the method of payment for the amount of the Purchase Price of the Shares as to which this Option is exercised. Such payment shall be made: 
  
 (a) In United States dollars delivered at the time of exercise; 
  
 (b) Subject to the conditions stated in rules and regulations adopted
by the Corporation to govern its stock option program, by the surrender of Shares in good form for transfer, owned by the person exercising this Option and having an 

  

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aggregate Fair Market Value on the date of exercise equal to the Purchase Price; or 
  
 (c) In any combination of Subparagraphs (a) and (b) above, if the total of the cash so paid and the Fair Market Value
of the Shares so surrendered equals the Purchase Price of the Shares with respect to which this Option is being exercised. 
  
 The notice shall be signed by the person or persons exercising this Option, and in the event this Option is being exercised by the representative of Employee, it
shall be accompanied by proof satisfactory to the Corporation of the right of the representative to exercise the Option. No Share shall be issued until full payment therefor has been made. The Corporation shall thereafter cause to be issued a
certificate or certificates for the Shares as to which this Option shall have been so exercised, registered in the name of the person or persons so exercising the Option (or in the name of such person or persons and another person as community
property or as joint tenants), and cause such certificate or certificates to be delivered to or upon the order of such person or persons. 
  
 9. Payments or transfers to the Employee under this Agreement shall be limited to the amount (the “Capped Amount”) necessary to avoid characterization of
any amount payable to the Employee (including, but not limited to, amounts payable under this Agreement) as an “excess parachute payment” as defined in section 280G of the Code, except in the event that the total amount that the Employee
would receive from all “parachute payments” (as defined in Code section 280G), net of all applicable taxes, including the excise tax that would be imposed pursuant to Code section 4999, would exceed the Capped Amount, net of all applicable
taxes. 
  
 The firm of independent certified public
accountants serving as the Corporation’s outside auditor as of the date of a Change in Control shall determine whether any amount would constitute an “excess parachute payment,” disregarding any payments or benefits available to the
Employee under any plan, contract or program if the Employee irrevocably elects to relinquish or not exercise such payments or benefits before the payment or enjoyment thereof. 
  
 10. In the event the Corporation determines that it is required to withhold state or federal income tax as a result of the exercise of
this Option, as a condition to the exercise of the Option, Employee will make arrangements satisfactory to the Corporation to enable it to satisfy such withholding requirements. 
  

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 11. Neither Employee nor Employee’s representative shall have any rights as a stockholder with respect to any
Shares subject to this Option until such Shares shall have been issued and delivered to Employee or Employee’s representative. 
  
 12. Unless the Shares to be acquired are registered under the Securities Act, Employee represents and agrees that upon the exercise of the Option herein granted
Employee will purchase such Shares for the purpose of investment and without present intention of resale. Unless at the time Employee gives notice of the exercise of this Option, the Shares to be issued are registered under the Securities Act, the
notice shall include a statement to the effect that all Shares in respect of which this Option is being exercised are being purchased for investment, and without present intention of resale, and will not be sold without registration under the
Securities Act or exemption therefrom, and such other representations as the Committee may require. The Corporation may permit the sale or other disposition of any Shares acquired pursuant to any such representation if it is satisfied that such sale
or other disposition would not be in contravention of applicable state or Federal securities laws. Unless the Corporation shall determine that, in compliance with the Securities Act or other applicable statute or regulation, it is necessary to
register any of the Shares with respect to which the exercise of this Option has been made, and unless such registration, if required, has been completed, certificates to be issued upon the exercise of this Option shall contain the following legend:

  
 “The Shares represented by this certificate have
not been registered under the Securities Act of 1933 and may be offered, sold or transferred only if registered pursuant to the provisions of that Act or if an exemption from registration is available.” 
  
 13. Except as otherwise provided herein, the Option herein granted and the rights and
privileges conferred hereby 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 this Option, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any execution, attachment or similar process upon the
rights and privileges conferred hereby, this Option and the rights and privileges conferred hereby shall immediately become null and void. 
  
 14. Nothing in this Agreement shall be construed as giving Employee the right to be retained as an employee or as impairing the rights of the Corporation to
terminate his or her employment at any time, with or without cause. 
  

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 15. This Agreement shall be interpreted and construed in accordance with the laws of the State of Delaware without
regard to choice of law principles. 
  

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 ADDENDUM TO STOCK OPTION AGREEMENT 
 POTLATCH CORPORATION 1989 STOCK INCENTIVE PLAN 
  
 Name of
Employee:                                      
             
  

	1.	 	Date of
Grant:                                       
              

  

	2.	 	Exercise Price: $             per share, which is agreed to be one hundred percent (100%) of the Fair Market Value of the
common stock subject to the Option on the Date of Grant. 

  

	3.	 	The number of Shares subject to this Stock Option Agreement is             , subject to adjustment as provided in Section 11
of the Plan and Paragraph 6 of this Agreement. 

  

	4.	 	This Option is: A Nonqualified Stock option 

  

	5.	 	The Vesting Schedule for this Option is: The schedule specified in Paragraph 3 of the Stock Option Agreement, except that no exercise or call will be permitted for a fractional Share.


  

	6.	 	This Option is granted without a Stock Appreciation Right, other than as specified in Paragraph 4 of the Stock Option Agreement describing Stock Appreciation Rights in the event of a change
in control. 

  
 The document entitled Stock Option Agreement Potlatch
Corporation 1989 Stock Incentive Plan is hereby incorporated by reference into this addendum. 
  
 IN WITNESS WHEREOF, the Corporation has caused this addendum to the Stock Option Agreement to be executed on its behalf by its duly authorized representative, and the Employee has executed the same on the date indicated below. 

 

									
	 	 	 	 	 POTLATCH CORPORATION

				
	Date:                     	 	 	 	By	 	 
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Vice President, Employee Relations
				
	Date:                     	 	 	 	By	 	 
	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Employee