Unassociated Document


    
      
        Exhibit
10.1 Weyerhaeuser Company 2004 Long-Term Incentive Plan Stock Option Award Terms
and Conditions

         

        


        
          	
                  WEYERHAEUSER COMPANY

                
	
                  2004
      LONG-TERM INCENTIVE PLAN

                


        

        
          	
                   

                  STOCK
      OPTION TERMS AND CONDITIONS

                


        

        Pursuant
to your Stock Option Grant Notice (the “Grant Notice”) and these Stock Option
Terms and Conditions, Weyerhaeuser Company has granted you an Option under its
2004 Long-Term Incentive Plan (the “Plan”) to purchase the number of shares of
the Company's Common Stock indicated in your Grant Notice (the “Shares”) at the
exercise price indicated in your Grant Notice.  You may decline this
Grant by notifying sally.wagner@weyerhaeuser.com
within one month of the grant date.

        Capitalized
terms not explicitly defined in this document but defined in the Plan have the
definitions given to such terms in the Plan.  The Option is granted to
you as a participant in the Plan and is subject to the terms and conditions set
out in the Plan.  In addition, the Option has the following terms and
conditions:

         

        1.           Vesting.  The Option
will vest and become exercisable on the four-year anniversary of the Grant
Date.  No part of the Option will be exercisable until the -four-year
anniversary of the Grant Date.  As of the fourth anniversary of the
Grant Date, 100% of the Option will be vested and exercisable.

        


        2.           Term.  The Options
will expire at the time specified in your Grant Notice.  Following
that date, you will no longer be able to exercise the Option.  In
addition, the Option may terminate earlier than the tenth anniversary if your
employment with Weyerhaeuser Company ceases for any reason.  Transfer
of employment between or among the Company and its subsidiaries is not
considered termination of employment.  Options that are not vested
before their expiration date are forfeited and without value.

        


        3.           Change in Option Term as a Result of
Termination of Employment.  If your employment terminates
before the Option has expired, the length of time during which you have a right
to exercise the Option varies depending on the reason for termination of
employment.

        


        (a)           Termination as a
result of death of the Participant.  During your lifetime, this
Option may be exercised only by you.  If you die while actively
employed, your Option is automatically 100% vested and your beneficiary or
personal representative may exercise the Option at any time or from time to time
within a maximum of two years after your date of death, or during the remaining
term of the grant if that is a shorter period of time.

        


        (b)           Termination of
Employment upon Retirement.  If you qualify for retirement at
the time of termination (after reaching age 65 or after reaching age 62 with ten
(10) years or more of Vesting Service as defined in the Weyerhaeuser Company
Retirement Plan for Salaried Employees), any portion of your Option that is not
vested is forfeited and no longer has any value. For any portion of your option
that has vested as of the date of your termination, you will be able to exercise
the Option for the remaining term of the grant, up to a maximum of 10
years.

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        (c)           Termination of
employment upon Early Retirement. If you retire before age 62, but not
earlier than your 55th
birthday and you also have accrued a total of 10 years of Vesting Service (as
defined in the Weyerhaeuser Company Retirement Plan for Salaried Employees)
(“Early Retirement”), any portion of your Option that is not vested is forfeited
and no longer has any value.  For any portion of your option that has
vested as of the date of your termination, you will be able to exercise your
Option within a maximum of five years from your termination date, or during the
remaining term of the grant if that is a shorter period of time.

        


        (d)           Termination
of employment upon Disability Retirement.  In addition, if you
do not qualify for Retirement or Early Retirement, but retire as a result of a
Disability, the onset of which occurred on or after the date you had accrued 10
years of Vesting Service (“Disability Retirement”), your Option will
automatically be 100% vested on the date of your termination and you will be
able to exercise your Option within a maximum of five years from your
termination date, or during the remaining term of the grant if that is a shorter
period of time.

         

        “Disability”
means “a medical condition in which a person is either entitled to total and
permanent disability benefits under the Social Security Act or judged to be
totally and permanently disabled by any person or committee entitled to make
such determinations pursuant to the Company’s Retirement Plan for Salaried
Employees.

        


        (e)           Termination of
Employment Due to Disability.  If your employment is terminated
as a result of Disability, your Option will automatically be 100% vested at your
termination date and you will be able to exercise your Option within a maximum
of three years from the date of termination, or during the remaining term of the
grant if that is a shorter period of time.

        


        (f)           Termination of
Employment Due to Position Elimination.  If your employment is
terminated as a result of position elimination, a portion of your Option will
vest as of the date of termination. The number of shares that vest will be
determined as the number of days of employment with the Company from the Grant
Date through the date of termination divided by 1460.  You will be
able to exercise vested Options within a maximum of three years from the date of
termination, or during the remaining term of the grant if that is a shorter
period of time.

        


        (g)           Termination of
Employment for Reason Other than death, Position Elimination, Retirement, Early
Retirement, Disability Retirement or Disability. If your employment is
terminated for any reason other than death, position elimination, Retirement,
Early Retirement, Disability Retirement or Disability and your Option is not
vested it is forfeited and no longer has any value.  For any portion
of your Option that has vested as of the date of your termination, you will be
able to exercise your Option for a maximum of three calendar months from the
date of termination, or during the remaining term of the grant if that is a
shorter period of time.

        
          	
                   

                  (f)           Termination
      of Employment for Cause.  The vested portion of the
      Option will automatically expire at the time the Company first notifies
      you of your Termination for Cause, unless the Committee determines
      otherwise.  If your employment or service relationship is
      suspended pending an investigation of whether you will be terminated for
      Cause, all your rights under the Option likewise will be suspended during
      the period of investigation.  If any facts that would constitute
      termination for Cause are discovered after your Termination of Service,
      any Option you then hold may be immediately terminated by the
      Committee.

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        “Cause”
means: (i) willful and continued failure to perform substantially your
duties with the Company after the Company delivers to you written demand for
substantial performance specifically identifying the manner in which you have
not substantially performed your duties; (ii) conviction of a felony; or
(iii) willfully engaging in illegal conduct or gross misconduct that is
materially and demonstrably injurious to the Company.

         

        
          	
                  To
      qualify for the beneficial tax treatment afforded Incentive Stock Options,
      the Option must be exercised within three months after termination of
      employment for reasons other than death or Disability and one year after
      termination of employment due to
Disability.

                


        

        It
is your responsibility to be aware of the date the Option
terminates.

        


        4.           Securities Law
Compliance.  Notwithstanding any other provision of this grant,
you may not exercise the Option unless the Shares issuable upon exercise are
registered under the Securities Act or if the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act.  The exercise of the Option must also comply with
other applicable laws and regulations governing the Option, and you may not
exercise the Option if the Company determines that such exercise would not be in
compliance with such laws and regulations.

        


        5.           Incentive Stock Option
Qualification.  If your Option is
designated as an Incentive Stock Option in your Grant Notice, all or a portion
of the Option is intended to qualify as an Incentive Stock Option under federal
income tax law.  However, the Company does not represent or guarantee
that the Option qualifies as such.

        


        If the
Option has been designated as an Incentive Stock Option and the aggregate Fair
Market Value (determined as of the grant date) of the shares of Common Stock
subject to the portions of the Option and all other Incentive Stock Options you
hold that first become exercisable during any calendar year exceeds $100,000,
any excess portion will be treated as a Nonqualified Stock Option, unless the
Internal Revenue Service changes the rules and regulations governing the
$100,000 limit for Incentive Stock Options.  In addition, a portion of
the Option may be treated as a Nonqualified Stock Option if certain events cause
exercisability of the Option to accelerate.

        


        6.           Notice of Disqualifying
Disposition.  To the extent the Option has been designated as
an Incentive Stock Option, to obtain certain tax benefits afforded to Incentive
Stock Options, you must hold the Shares issued upon the exercise of the Option
for two years after the Grant Date and one year after the date of
exercise.  If shares of stock obtained upon exercise of an Incentive
Stock Option are tendered to pay the exercise price for another option less than
one year after the exercise date of the Incentive Stock Option, the tender will
be considered a disqualifying disposition.  You may be subject to the
alternative minimum tax at the time of exercise.  You should obtain
tax advice when exercising the Option and prior to the disposition of the
Shares.  By accepting an Option designated as an Incentive Stock
Option, you agree to promptly notify the Company if you dispose of any of the
Shares within one year from the date you exercise all or part of the Option or
within two years from the Grant Date.

        


        7.           Method of
Exercise.  You may exercise the Option by giving notice to the
Company or a brokerage firm designated or approved by the Company, in form and
substance satisfactory to the Company, which will state your election to
exercise the Option and the number of Shares for which you are exercising the
Option.  The notice must be accompanied by full payment of the
exercise price for the number of Shares you are purchasing.  You may
make this payment in any combination of the following:  (a) by
cash; (b) by check acceptable to the Company; (c) by tendering (either
actually or by attestation) shares of Common Stock you have owned for at least
six months (if such holding period is necessary to avoid a charge to the
Company's earnings); (d) to the extent permitted by law, by instructing a
broker to deliver to the Company the total payment required in accordance with
procedures established by the Company; or (e) by any other method permitted
by the Committee.

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        8.           Withholding Taxes. As a condition to the
exercise of any portion of an Option, you must make such arrangements as the
Company may require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such
exercise.

        


        9.           Option Not an Employment or Service
Contract.  Nothing in the Plan or any Award granted under the
Plan will be deemed to constitute an employment contract or confer or be deemed
to confer any right for you to continue in the employ of, or to continue any
other relationship with, the Company or any Related Company or limit in any way
the right of the Company or any Related Company to terminate your employment or
other relationship at any time, with or without Cause.

        


        10.           No Right to
Damages.  You will have no right to bring a claim or to receive
damages if you are required to exercise the vested portion of the Option within
three months (one year in the case of Retirement, Disability or death) of the
Termination of Service or if any portion of the Option is cancelled or expires
unexercised.  The loss of existing or potential profit in Awards will
not constitute an element of damages in the event of your Termination of Service
for any reason even if the termination is in violation of an obligation of the
Company or a Related Company to you.

        


        11.           Binding Effect.  The
terms and conditions of this grant will inure to the benefit of the successors
and assigns of the Company and be binding upon you and your heirs, executors,
administrators, successors and assigns.

        


        12.           Limitation on Rights; No Right to
Future Grants; Extraordinary Item of
Compensation.  (a) The Plan is discretionary in nature and
may be suspended or terminated by the Company at any time; (b) The grant of
the Option is a one-time benefit that does not create any contractual or other
right to receive future grants of options, or benefits in lieu of options;
(c) All determinations with respect to any such future grants, including,
but not limited to, the times when options will be granted, the number of shares
subject to each option, the option price, and the time or times when each option
will be exercisable, will be at the sole discretion of the Company;
(d) Your participation in the Plan is voluntary; (e) The value of the
Option is an extraordinary item of compensation that is outside the scope of
your employment contract, if any; (f) The Option is not part of normal or
expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments; (g) The vesting of the Option
ceases upon your Termination of Service for any reason except as may otherwise
be explicitly provided in the Plan, the terms and conditions of this grant, or
otherwise permitted by the Committee; (h) The future value of the Shares
underlying the Option is unknown and cannot be predicted with certainty; and
(i) If the Shares underlying the Option do not increase in value, the
Option will have no value.

        


        13.           Employee Data
Privacy.  By receiving this award, you (a) authorize the
Company and your employer, if different, and any agent of the Company
administering the Plan or providing Plan recordkeeping services, to disclose to
the Company or any of its affiliates any information and data the Company
requests in order to facilitate the grant of the Option and the administration
of the Plan; (b) waive any data privacy rights you may have with respect to such
information; and (c) authorize the Company and its agents to store and
transmit such information in electronic
form.