exv10w1



 







Exhibit 10.1




Annual Incentive Plan

for Salaried Employees



This document contains the terms of the Weyerhaeuser Company Annual Incentive Plan for
Salaried Employees (the “Plan”). The Plan is effective January 1, 2006.



Purpose
and Plan objectives


The purpose of the Plan is to align rewards with the Company’s vision and strategies, and
motivate Participants to achieve top performance in the industry. Participants are eligible to
receive incentive awards based on their performance and the performance of the Company and their
Organization.



The Plan is designed to accomplish the following objectives:





	Ÿ	 	 Motivate Participants to achieve Company and business objectives.
	 
	Ÿ	 	 Provide a competitive range of performance and payout opportunities.
	 
	Ÿ	 	 Attract, retain and motivate Participants by providing opportunities to earn better-than-competitive total pay for
better-than-competitive performance results.
	 
	Ÿ	 	 Align the interests of Participants to promote a “one company” perspective.
	 
	Ÿ	 	 Ensure strong linkage of pay to performance.





Definitions





	 	(a)	 	“Award Year” is the Company’s fiscal year for which a Participant may earn
a Bonus Award.
	 
	 	(b)	 	“Base Salary” is a Participant’s annual rate of pay measured as of the
December 31 nearest the last day of each Award Year, excluding all other pay elements (such
as bonus payments and relocation allowances). For a Participant who becomes ineligible for
the Plan during the Award Year and is eligible for a pro-rated Bonus Award pursuant to the
criteria specified below, Base Salary is the Participant’s annual rate of pay measured as
of the last day he or she was eligible for the Plan.
	 
	 	(c)	 	“Bonus Award” is the amount of bonus granted to a Participant for each
Award Year as determined under the terms of the Plan.
	 
	 	(d)	 	“Company” is Weyerhaeuser Company and any of its subsidiaries which adopt
the Plan with the approval of the Compensation Committee. Attachment A contains a list of
each adopting Company as of the Plan’s effective date.
	 
	 	(e)	 	“Compensation Committee” is the Compensation Committee of the Board of
Directors of Weyerhaeuser Company.
	 
	 	(f)	 	“Disability” is a medical condition for which a Participant is entitled to
Company-paid disability benefits and as a result of which a Participant is required to
terminate his or her employment.










 









 









	 	(g)	 	“Employee” is any person who is classified by the Company as actively
employed by the Company, including any such person on leave with pay or suspended (unless
such suspension arises from a disciplinary matter due to attendance, misconduct or
performance) and who is compensated on a salaried basis (exempt or non-exempt) as reflected
on the Company’s payroll records, but does not include any such persons employed by
Weyerhaeuser Real Estate Company, Weyerhaeuser Asset Management LLC or their respective
subsidiaries.
	 
	 	(h)	 	“Executive Group” is any member of the Senior Management Team and any
person designated by the Compensation Committee as a member of the Top Management Team of
Weyerhaeuser Company.
	 
	 	(i)	 	“Funding Multiples” has the meaning set forth in the “Funding, allocation
and individual Bonus Awards” section below.
	 
	 	(j)	 	“Leader” is the highest ranking executive in any Organization.
	 
	 	(k)	 	“Organization” is the Executive Group, a business group (e.g., Pulp), a
sector staff group (e.g., Timberlands/Wood Products) or a corporate staff group (e.g.,
Finance) within the Company.
	 
	 	(l)	 	“Participant” is any Employee who is eligible for the Plan pursuant to the
terms of the “Eligibility” section below.
	 
	 	(m)	 	“Plan” has the meaning set forth in the introduction above.
	 
	 	(n)	 	“Retirement” is, with respect to a Participant, his or her “Normal
Retirement” or “Early Retirement” as defined in the Weyerhaeuser Company Retirement Plan
for Salaried Employees, as amended from time to time.
	 
	 	(o)	 	“RONA” is Weyerhaeuser Company’s return on net assets for the Award Year
as determined in the sole discretion of the Chief Financial Officer of Weyerhaeuser
Company. For purposes of calculating RONA, earnings and net assets of Weyerhaeuser Real
Estate Company and its subsidiaries are excluded.





Eligibility



Subject to the terms and conditions of the Plan, each Employee is eligible to participate in
the Plan except as follows:





	 	(a)	 	an Employee who is classified by the Company as a temporary employee;
	 
	 	(b)	 	an individual who is reclassified by a court, governmental agency or the Company as a
common law Employee; or
	 
	 	(c)	 	an Employee who is eligible for another short-term incentive plan offered by
Weyerhaeuser Company or any of its subsidiaries, including, but not limited to, a sales
incentive plan, incentive plan maintained by Weyerhaeuser Real Estate Company, or any other
similar cash bonus plan.




The Compensation Committee may designate in its sole discretion any other employee of the Company
or any other individual as eligible to participate in the Plan.




Target bonus percentage and amount



The Company assigns each Employee position within the Company a target bonus percentage for
each Award Year expressed as a percentage of Base Salary. The target bonus percentage is then fixed
for each Participant as of the December 31 nearest the




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last day of the Award Year, without regard to any position changes during the Award Year.



A Participant’s target bonus amount for the Award Year is calculated by multiplying his or her
target bonus percentage by his or her Base Salary. Overtime paid during the year to a Participant
who is a non-exempt salaried Employee will be added to his or her Base Salary for purposes of
calculating his or her target bonus amount.



The target bonus amount for new a Participant during the Award Year will be prorated on a
time-in-eligible position basis. The target bonus amount for a Participant who terminates his or
her employment during the Award Year will be calculated on a time-in-eligible position basis but
only if such termination is for any of the following reasons as classified by the Company : death,
Disability, facility closure, health reasons, reduction in force, sale of facility and Retirement.
A Participant whose employment terminates during the Award Year for any other reason will be
ineligible for a Bonus Award.




Funding, allocation and individual Bonus Awards



Funding Multiples—No later than 90 days following the beginning of each Award Year, the
Compensation Committee will establish an annual funding schedule substantially in the form of
Attachment B, which will consist of the RONA performance level that will be required for threshold,
target and maximum funding under the Plan and the multiple that will be applied to aggregate target
bonus amounts at each of those funding levels (“Funding Multiples”). The factors considered
by the Compensation Committee in setting the required RONA performance levels may include, without
limitation, dividend requirements, interest, cost of equity capital, and relative performance
compared to appropriate peer groups. For example, the Funding Multiples for an Award Year may be
represented in a schedule as follows:




	 	 	 	 	 
	 

	 	•
	 	Threshold
	 	0.4x
	 

	 	•
	 	Target
	 	1.0x
	 

	 	•
	 	Maximum
	 	3.0x





Total funding amount—The total funding amount will be calculated at the end of each Award Year by
determining the Funding Multiple for the Award Year multiplied by the aggregate target bonus
amounts of all Participants.



Allocation of total funding amount—The total funding amount for the Award Year will then be
allocated among the Organizations by the Chief Executive Officer of Weyerhaeuser Company and other
designated members of the Senior Management Team based on an assessment of respective performance
among the Organizations. The sum of the allocated funding amounts for each of the Organizations may
not exceed the total funding amount for the Award Year.



Any Participant who transferred from one Organization to another Organization during the Award Year
will be included in the Organization to which the Participant is assigned as of the December 31
nearest the last day of the Award Year.



Individual Bonus Awards—Each Leader will recommend a Bonus Award, if any, for each Participant in
the Organization. The maximum Bonus Award that may be

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recommended for any Participant with respect to the Award year is three times the Participant’s
target bonus amount. In addition, the sum of the recommended individual Bonus Awards within the
Organization may not exceed the Organization’s allocated funding amount. The Participant’s
recommended Bonus Award may be based on the individual performance, plant or department
performance, or other relevant factors determined by the Leader in his or her sole discretion.



The Compensation Committee will approve all Bonus Awards. In approving any Participant’s Bonus
Award, the Compensation Committee reserves the right to increase or decrease the Participant’s
recommended Bonus Award for performance or any other reason.




Timing of payments and approvals



Payments of Bonus Awards will be made as soon as administratively reasonable after the last
day of each Award Year, but in no event later than the immediately next March 15. Some Participants
may be eligible to defer Bonus Award payments. The availability and terms and conditions of any
such deferral are determined by the Weyerhaeuser Company Comprehensive Incentive Compensation Plan.



All payments of Bonus Awards will be made in cash and subject to appropriate tax and other required
withholding and reporting. Bonus Award payments will be managed, processed and tracked by the
Corporate Compensation Department.




Right to amend or terminate



Weyerhaeuser Company reserves the right to amend or terminate the Plan at any time without
prior notice to any Participant.




Continuation rights



No Participant or his or her legal representatives, beneficiaries or heirs will have any right
or interest in the Plan or in its continuance, or in the Participant’s continued participation in
the Plan.




Plan administration



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




Miscellaneous



The Plan will constitute a “Participating Plan” under the Weyerhaeuser Company Comprehensive
Incentive Compensation Plan, and, accordingly, any Bonus Award payments will be treated as an award
under the Weyerhaeuser Company




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Comprehensive Incentive Compensation Plan. Moreover, Bonus Award payments will be treated as
compensation for purposes of other benefits maintained by 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 the Company to establish, alter or
terminate any other forms of incentives or other compensation or benefits.



The existence of the Plan does not extend to any Participant a right to continued employment with
the Company.



Any Bonus 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 of any Participant or Employee, the Plan will be governed by the laws of
the State of Washington, other than its conflict of laws principles.




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Attachment A – Adopting Companies (as of January 1, 2006)




Columbia & Cowlitz Railway Company
DeQueen
& Eastern Railroad Company





Golden Triangle Railroad




Gryphon Investments of Nevada, Inc.




Mississippi & Skuna Valley Railroad Company




Norpac Resources LLC




Weyerhaeuser Global Finance Company




Texas, Oklahoma & Eastern Railroad Company




Westwood Shipping Lines, Inc.




Weyerhaeuser Holdings Limited




     Weyerhaeuser Company Limited


317298 Saskatchewan Ltd.



Forest License A49782 Holdings Ltd.



MacMillan Bloedel Pembroke Limited Partnership



Sturgeon Falls Repulping Limited



Sturgeon Falls Limited Partnership



Wapawekka Lumber Ltd.




Weyerhaeuser (Delta) Limited




Weyerhaeuser (Ottawa) Limited




Weyerhaeuser Saskatchewan Limited




Weyerhaeuser Services Limited




Weyerhaeuser Sales Company




WFS II LLC




     Weyerhaeuser Financial Investments, Inc.



     Weyerhaeuser Venture Company


Las Positas Land Co.



WAMCO, Inc.




Weyerhaeuser Raw Materials, Inc.




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Attachment
B — Annual Funding Schedule (Sample)



The following schedule will determine proposed Plan funding for the fiscal year ending on
December XX, 200X




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RONA	 	Funding Level	 
	0
	 	 	0	 	 	plus	 	 	0	 	 	Per 1% RONA
	5
	 	 	0.4	 	 	plus	 	 	0.15	 	 	Per 1% RONA
	9
	 	 	1	 	 	plus	 	 	0.25	 	 	Per 1% RONA
	17
	 	 	3	 	 	 	 	 	 	 	 	 	 	 	 	 












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