Form 8-K WEYERHAEUSER CO For: May 13

EXHIBIT 10.1

WEYERHAEUSER COMPANY

2022 LONG-TERM INCENTIVE PLAN

 

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WEYERHAEUSER COMPANY

2022 LONG-TERM INCENTIVE PLAN

 

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WEYERHAEUSER COMPANY

2022 LONG-TERM INCENTIVE PLAN

SECTION 1. PURPOSE AND ESTABLISHMENT

The purposes of this 2022 Long-Term Incentive Plan (as amended from time to time, the “Plan”) are to promote the interests of Weyerhaeuser Company (the “Company”) and its shareholders by attracting, retaining and motivating employees, officers, directors, consultants, advisors and independent contractors who are key to the growth and success of the Company by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company’s shareholders.

This Plan replaces the Company’s 2013 Long-Term Incentive Plan (the “Prior Plan”). The Prior Plan shall be frozen and no further awards may be made under the Prior Plan after the Effective Date (as defined in Section 17). However, the Prior Plan shall continue to govern the terms and conditions of outstanding awards granted pursuant to the Prior Plan.

Section  2. DEFINITIONS

As used in the Plan, the following definitions apply to the terms indicated below:

“Acquired Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

“Award” means any Option, Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance Share, Performance Unit, dividend equivalent, cash-based award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time.

“Board” means the Board of Directors of the Company.

“Business Combination” has the meaning set forth in the definition of “Change of Control.”

“Cause” unless otherwise defined in the instrument evidencing an Award or, if not provided in such instrument, in a written employment, services or other agreement between the Participant and the Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information or trade secrets, violation of a state or federal criminal law involving the commission of a crime against the Company or a felony, current use of illegal substances, or any act or omission that substantially impairs the Company’s business, good will or reputation, in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee, whose determination shall be conclusive and binding.

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“Change of Control” unless otherwise defined in the instrument evidencing an Award or, if not provided in such instrument, in a written employment, services or other agreement between the Participant and the Company or a Related Company, means the occurrence of any of the following events:

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“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” has the meaning set forth in Section 3.1.

“Common Stock” means the common stock, par value $1.25 per share, of the Company.

“Company” means Weyerhaeuser Company, a Washington corporation.

“Compensation Committee” means the Compensation Committee of the Board.

“Disability” means “Disability” as defined in the instrument evidencing an Award or, if not provided in such instrument, by the Committee or the Company’s chief human resources officer or other person performing that function for purposes of the Plan or an Award, or in a written employment or services agreement. Notwithstanding the foregoing, with respect to Incentive Stock Options, “Disability” shall have the meaning attributed to that term for purposes of Section 422 of the Code.

“Effective Date” has the meaning set forth in Section 17.

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“Eligible Person” means any person eligible to receive an Award as set forth in Section 5.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” means the closing price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish.

“Freestanding SAR” has the meaning set forth in Section 8.1.

“Grant Date” means the later of (a) the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date specified by the Committee and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.

“Incentive Stock Option” means an Option granted with the intention that it qualify as an “Incentive Stock Option” as that term is defined in Section 422 of the Code or any successor provision.

“Incumbent Board” has the meaning set forth in the definition of “Change of Control.”

“Layoff” means “Layoff” as defined in the instrument evidencing an Award or, if not provided in such instrument, by the Committee or the Company’s chief human resources officer or other person performing that function for purposes of the Plan or an Award, or in a written employment or services agreement.

“Nonemployee Director” means a member of the Board who is not an employee of the Company or an affiliate.

“Nonqualified Stock Option” means an Option other than an Incentive Stock Option.

“Option” means a right to purchase Common Stock granted under Section 7.

“Option Expiration Date” means the last day of the maximum term of an Option.

“Other Obligations” has the meaning set forth in Section 12.1.

“Outstanding Company Common Stock” has the meaning set forth in the definition of “Change of Control.”

“Outstanding Company Voting Securities” has the meaning set forth in the definition of “Change of Control.”

“Parent Company” means a company or other entity that, as a result of a Change of Control, owns the Company or all or substantially all of the Company’s assets, either directly or through one or more subsidiaries.

“Participant” means any Eligible Person to whom an Award is granted.

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“Performance Measures” means any measures of performance for the Company as a whole or any affiliate or business unit of the Company established by the Committee in connection with the grant of an Award. The Performance Measures may include, but are not limited to, one or more of the following: cash flows (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital); working capital; earnings per share; book value per share; operating income (including or excluding depreciation, amortization, extraordinary items, restructuring charges or other expenses); funds from operations and funds from operations per share; revenues; operating margins; return on assets; return on equity; return on net assets; debt; debt plus equity; market or economic value added; stock price appreciation; total shareholder return; cost control; strategic initiatives; market share; net income; return on invested capital; improvements in capital structure; environmental, social or governance metrics including, but not limited to, goals or metrics pertaining to improvements in environmental practices, sustainability, people development and company diversity, equity or inclusion; or customer satisfaction, employee satisfaction, services performance, cash management or asset management metrics. Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable affiliate or business unit of the Company) under one or more of the Performance Measures described above relative to the performance of other corporations or a market index.

The Committee may provide in any such Award (or in its approvals related to any such Award) that any evaluation of performance may include or exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (iv) any reorganization and restructuring programs, (v) extraordinary nonrecurring items as described in Accounting Standards Codification 225-20 or in Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company’s annual report to shareholders for the applicable year, (vi) acquisitions or divestitures, (vii) foreign exchange gains and losses, (viii) gains and losses on asset sales, (ix) impairments, and (x) to make other appropriate adjustments selected by the Committee.

“Performance Share” means an Award of units denominated in shares of Common Stock granted under Section 10.1.

“Performance Unit” means an Award of units denominated in cash or property other than shares of Common Stock granted under Section 10.2.

“Person” means any individual, entity or group within the meaning of Section 13(d)(3) and 14(d)(2) of the Exchange Act.

“Plan” means the Weyerhaeuser Company 2022 Long-Term Incentive Plan, as amended from time to time.

“Prior Plan” has the meaning set forth in Section 1.2.

“Related Company” means any entity that is directly or indirectly controlled by or under common control with the Company.

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“Restricted Stock” means an Award of shares of Common Stock granted under Section 9, the rights of ownership of which may be subject to restrictions prescribed by the Committee.

“Retirement” shall mean Retirement as defined in the instrument evidencing the Award or, if not provided in such instrument, by the Committee or the Company’s chief human resources officer or other person performing that function or in a written employment, services or other agreement between the Participant and the Company or a Related Company.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Section 409A” means Section 409A of the Code.

“Stock Appreciation Right” or “SAR” means the right granted under Section 8.1 to receive the excess of the Fair Market Value of a specified number of shares of Common Stock over the grant price.

“Stock Award” means an Award of shares of Common Stock granted under Section 9, the rights of ownership of which are not subject to restrictions prescribed by the Committee.

“Stock Unit” means an Award granted under Section 9 denominated in units of Common Stock.

“Substitute Awards” means Awards granted or shares of Common Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted by an Acquired Entity.

“Successor Company” means the surviving company, the successor company or Parent Company, as applicable, in connection with a Business Combination.

“Tandem SAR” has the meaning set forth in Section 8.1.

“Tax Withholding Obligations” has the meaning set forth in Section 12.1.

“Termination of Service” means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability, Retirement, or Layoff. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect to directors and executive officers, by the Committee, whose determination shall be final and binding. None of the following circumstances shall be considered a Termination of Service: (i) a transfer of a Participant’s employment or service relationship between the Company and any Related Company; (ii) a termination of a Participant from any position with any Related Company in circumstances in which the Participant maintains employment with the Company or another Related Company; or (iii) a Participant’s change in status from an employee of the Company or a Related Company to a Nonemployee Director, consultant, advisor or independent contractor of the Company or a Related Company or a change in status from a Nonemployee Director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company. Unless the Committee determines otherwise, a Termination of Service

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shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company.

“Vesting Commencement Date” means the Grant Date or such other date selected by the Committee as the date from which an Award begins to vest.

Section  3. ADMINISTRATION

The Plan shall be administered by the Compensation Committee, which shall be composed of two or more directors, each of whom shall qualify as a “nonemployee director” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act (or any successor definition adopted by the Securities and Exchange Commission) and an “independent director” as defined under the New York Stock Exchange listing standards. Notwithstanding the foregoing, the Board or the Compensation Committee may delegate responsibility for administering the Plan with respect to designated classes of Eligible Persons to different committees consisting of two or more members of the Board, subject to such limitations as the Board or the Compensation Committee deems appropriate, except with respect to benefits to nonemployee directors and to officers subject to Section 16 of the Exchange Act. Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, the Board or the Compensation Committee may authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board or the Compensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person subject to Section 16 of the Exchange Act. All references in the Plan to the “Committee” shall be, as applicable, to the Compensation Committee or any other committee or any officer to whom the Board or the Compensation Committee has delegated authority, in whole or in part, to administer the Plan.

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Section  4. SHARES SUBJECT TO THE PLAN

Subject to adjustment from time to time as provided in Section 14.1 and the share usage provisions in Section 4.2, as of the Effective Date, the maximum number of shares of Common Stock available for issuance under the Plan shall be 21,825,189 shares, less one share for every one share that was subject to an award granted under the Prior Plan after February 28, 2022 and prior to the Effective Date. Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company.

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Section 5. ELIGIBILITY; LIMITATIONS

An Award may be granted to any employee, officer or director of the Company or a Related Company as well as Company or Related Company consultants, advisors and independent contractors whom the Committee from time to time selects. The above are “Eligible Persons.”

Notwithstanding any other provision of this Plan to the contrary, the aggregate value of cash and other compensation and the grant date fair value of shares of Common Stock (computed as of the date of grant in accordance with applicable financial accounting rules) that may be awarded or granted during any fiscal year of the Company to any Nonemployee Director in respect of the director’s service as a member of the Board shall not exceed $800,000.00. For the avoidance of doubt, any compensation that is deferred shall be counted toward this limit for the year in which it was first earned, and not when paid or settled if later.

Section   6. AWARDS

The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted alone, in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine.

Awards granted under the Plan shall be evidenced by a written or electronic instrument that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent with the Plan.

The Committee may permit or require a Participant to defer receipt of the payment of any Award if and to the extent set forth in the instrument evidencing the Award at the time of grant. If any such deferral election is permitted or required, the Committee, in its sole discretion, shall establish rules and procedures for such payment deferrals, which may include the grant of additional Awards or provisions for the payment or crediting of interest or dividend equivalents,

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including converting such credits to deferred stock unit equivalents; provided, however, that the terms of any deferrals under this Section 6.3 shall comply with all applicable law, rules and regulations, including, without limitation, Section 409A.

Participants may, if the Committee so determines, be credited with dividends paid with respect to shares of Common Stock underlying an Award, other than Options and Stock Appreciation Rights, in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. Notwithstanding the foregoing or anything in the Plan to the contrary, the dividends or dividend equivalents shall accrue and be paid only to the extent the Award becomes vested or payable. Notwithstanding the foregoing, the crediting of dividends or dividend equivalents must comply with or qualify for an exemption under Section 409A.

Section   7. OPTIONS

The Committee may grant Options designated as Incentive Stock Options or Nonqualified Stock Options.

The exercise price for shares purchased under an Option shall be the average of the high and low price of the Common Stock for the Grant Date (and not less than the minimum exercise price required by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards.

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be 10 years from the Grant Date. For Incentive Stock Options, the maximum term shall comply with Section 422 of the Code.

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The exercise price for shares purchased under an Option shall be paid in full as directed by the Company to the Company or a brokerage firm designated or approved by the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Committee for that purchase, which forms may include:

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Notwithstanding any other provisions of the Plan, the terms of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code, or any successor provision, and any applicable regulations thereunder. Persons who are not employees of the Company or one of its parent or subsidiary corporations (as such terms are defined for purposes of Section 422 of the Code) may not be granted Incentive Stock Options. To the extent that the aggregate Fair Market Value of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year exceeds $100,000 (or, if different, the maximum limitation in effect at the time of grant under the Code), such portion in excess of $100,000 shall be treated as Nonqualified Stock Options. If any Participant shall make any disposition of shares of Common Stock issued pursuant to the exercise of an Incentive Stock Option under any circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition.

Section  8. STOCK APPRECIATION RIGHTS

The Committee may grant stock appreciation rights (“Stock Appreciation Rights” or “SARs”) to Participants at any time and on such terms and conditions as the Committee shall determine in

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its sole discretion. A SAR may be granted in tandem with an Option (“Tandem SAR”) or alone (“Freestanding SAR”). The grant price of a Tandem SAR shall be equal to the exercise price of the related Option. The grant price of a Freestanding SAR shall be established in accordance with procedures for Options set out in Section 7.2. A SAR may be exercised upon such terms and conditions and for the term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum term of a Freestanding SAR shall be 10 years, and in the case of a Tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the Tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the Tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable.

Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying (a) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised. At the discretion of the Committee as set out in the instrument evidencing the Award, the payment upon exercise of a SAR may be in cash, in shares of equivalent value, in some combination thereof or in any other manner approved by the Committee in its sole discretion.

Section  9. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS

The Committee may grant Stock Awards, Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service with the Company or a Related Company or the achievement of any performance goals, as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.

Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions and restrictions of Restricted Stock or Stock Units, as determined by the Committee, and subject to the provisions of Section 12, (a) the shares of Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in shares of Common Stock or, if set out in the instrument evidencing the Awards, in cash or a combination of cash and shares of Common Stock. Any fractional shares subject to such Awards shall be paid to the Participant in cash.

Section  10. PERFORMANCE SHARES AND PERFORMANCE UNITS

The Committee may grant Awards of performance shares (“Performance Shares”), designate the Participants to whom Performance Shares are to be awarded, and determine the number of

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Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a designated number of shares of Common Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set out in the instrument evidencing the Award, of such property as the Committee shall determine, including without limitation, cash, shares of Common Stock, or other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

The Committee may grant Awards of performance units (“Performance Units”), designate the Participants to whom Performance Units are to be awarded, and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of cash or property other than shares of Common Stock, which value may be paid to the Participant by delivery of the cash or such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The Amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

Section 11. OTHER STOCK OR CASH-BASED AWARDS

Subject to the terms of the Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of Common Stock under the Plan.

Section  12. WITHHOLDING

The Company may require the Participant to pay to the Company the amount of (a) any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“Tax Withholding Obligations”) and (b) any amounts due from the Participant to the Company or to any Related Company (“Other Obligations”). Notwithstanding any other provision of the Plan to the contrary, the Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such Tax Withholding Obligations and Other Obligations are satisfied and shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan; provided, however, such payment or satisfaction of tax withholding or Other Obligations may not be delayed in such a way as to cause such issuance or settlement to not be in compliance with Section 409A.

The Committee may permit or require a Participant to satisfy all or part of his or her Tax Withholding Obligations and Other Obligations by (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from

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the Company to the Participant, (c) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested in the case of Restricted Stock) having a Fair Market Value equal to the Tax Withholding Obligations and Other Obligations, or (d) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the Tax Withholding Obligations and Other Obligations. The value of the shares so withheld or tendered may not exceed the employee’s minimum required tax withholding rate or such other rate as may be approved by the Committee so long as such withholding does not result in adverse treatment for financial accounting purposes.

Section  13. ASSIGNABILITY

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by the Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except that to the extent the Participant designates one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment under an Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422 of the Code with respect to Options, the Committee, in its sole discretion, may permit a Participant to assign or transfer an Award without consideration, subject to such terms and conditions as the Committee shall specify.

Section  14. ADJUSTMENTS

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To the extent not previously exercised or settled, and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has not been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.

Notwithstanding any other provision of the Plan to the contrary, unless the Committee shall determine otherwise in the instrument evidencing the Award or, if not provided for in such instrument, in a written employment, services or other agreement between the Participant and the Company or a Related Company, in the event of a Change of Control:

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Subject to Sections 14.2 and 14.3, the Committee shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change of control of the Company, as defined by the Committee, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions, or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Committee may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Committee may take such action before or after granting Awards to which the

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action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change of control that is the reason for such action.

The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment, and any fractional shares resulting from such adjustment shall be disregarded.

Notwithstanding any other provision of the Plan to the contrary, (a) any adjustments made pursuant to this Section 14 to Awards that are considered “deferred compensation” within the meaning of Section 409A shall be made in compliance with the requirements of Section 409A and (b) any adjustments made pursuant to this Section 14 to Awards that are not considered “deferred compensation” subject to Section 409A shall be made in such a manner as to ensure that after such adjustment the Awards either (i) continue not to be subject to Section 409A or (ii) comply with the requirements of Section  409A.

Section  15. AMENDMENT AND TERMINATION

The Board or the Compensation Committee of the Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, shareholder approval shall be required for any amendment to the Plan; and provided, further, that any amendment that requires shareholder approval may be made only by the Board. Subject to Section 15.3, the Committee may amend the terms of any outstanding Award, prospectively or retroactively.

Unless sooner terminated as provided herein, the Plan shall terminate 10 years from the Effective Date. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than 10 years after the earlier of approval by the Board or the shareholders of the Plan (or any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code).

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The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any outstanding Award under the Plan. Except as otherwise determined by the Committee, any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 14 shall not be subject to these restrictions.

Section 16. GENERAL

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Each person who is or shall have been a member of the Board or a committee appointed by the Board or an officer of the Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf, unless such loss, cost, liability or expense is a result of such person’s own willful misconduct or except as expressly provided by statute.

The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s articles of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.

Unless otherwise provided by the instrument evidencing the Award or, if not provided in such instrument, in a written employment or services agreement, no Award other than a Stock Award shall entitle the Participant to any cash dividend, voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

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Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, with respect to any payments and benefits under the Plan or any Award granted under the Plan to which Section 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant’s employment or service are intended to mean the Participant’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i). In addition, if the Participant is a “specified employee” within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month period immediately following the Participant’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six months following the Participant’s separation from service or the Participant’s death.

Notwithstanding any other provision in the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A; provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to Awards granted under the Plan.

Without amending the Plan, the Committee may grant Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt such modifications, procedures and subplans and the like as may be necessary or desirable to comply with provisions of the laws of other countries in which the Company or any Related Company may operate or have employees to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a

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qualified or tax-efficient manner, comply with applicable foreign laws and to meet the objectives of the Plan.

The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business or assets of the Company.

If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

The Plan, all Awards granted under the Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington.

The granting of Awards and the issuance of shares of Common Stock under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

 

All Awards granted under the Plan will be subject to recoupment in accordance with the Company’s clawback policy, as may be adopted and/or amended from time to time (including the Company’s current incentive compensation clawback policy, as amended from time to time), and any future clawback policy that the Company is required to adopt (and/or amend) pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose

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such other clawback, recovery or recoupment provisions in an Award agreement as the Board or Committee determines necessary or appropriate. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

Section  17. EFFECTIVE DATE

The effective date (the “Effective Date”) is the date on which the Plan is approved by the shareholders of the Company. If the shareholders of the Company do not approve the Plan within 12 months after the Board’s adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options.

 

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EXHIBIT 10.2

WEYERHAEUSER COMPANY
DIRECTOR RESTRICTED STOCK UNIT AWARD
GRANT NOTICE AND TERMS AND CONDITIONS

 

Grant

Weyerhaeuser Company (the “Company”) hereby grants to [_________________] (“Director”) an award of [__________] restricted stock units (the “Awards”).  The grant date for the Awards is [___] (the “Grant Date”).

Terms and Conditions

The Awards are granted pursuant to the Weyerhaeuser Company 2022 Long-Term Incentive Plan (the “Long-Term Incentive Plan”) and the 2011 Fee Deferral Plan for Directors of Weyerhaeuser Company (Amended and Restated Effective August 14, 2020) (the “Deferral Plan, and together with the Long-Term Incentive Plan, the “Plans”).

The Awards are subject to all terms and conditions set forth in the Plans and in this Grant Notice and Terms and Conditions (this “Agreement”).  Awards represent the Company’s unfunded and unsecured promise to issue shares of the Company’s Common Stock to the Director at a future date.

Copies of the Plans are available upon request to the Company’s Corporate Secretary.  In the event of any conflict between the terms of the Plans, the terms of the Long-Term Incentive Plan shall govern.  Capitalized terms not explicitly defined in this Agreement but defined in the Plans have the definitions given to such terms in the Plans.

1.Vesting.  Subject to the provisions of Section 4, the following vesting schedule will apply to the Awards: 100% of the Awards will vest upon the earlier of the one-year anniversary of the Grant Date or the day prior to the Company’s next regular meeting of shareholders following the Grant Date (the “Vesting Date”), subject to the Director’s continuous service as a Director through the Vesting Date. Awards that have not vested in accordance with this paragraph are subject to forfeiture as described in Section 4.

2.Conversion of Awards and Issuance of Shares.  Subject to any limitations set forth in this Agreement (including Sections 4, 8 and 10) and the Plans, and subject to any deferral election made pursuant to Section 3, one share of Company Common Stock shall be issued to the Director for each Award that vests (the “Shares”) on or as soon as practicable after (but in all events by a date which is within 30 days following) the earliest of the following release events: (a) the Vesting Date, (b) a Termination Event (as defined below), and (c) the date of a Change of Control that qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5) (each a “Release Event”).  No fractional shares of Common Stock shall be issued under this Agreement, and cash shall be paid in lieu thereof (determined based on the closing price of the Common Stock on the New York Stock Exchange on the date of such payment (or, if such date is not a Trading Day, then on the first Trading Day immediately preceding such date).  If the Director elects to defer settlement of a percentage of the Awards pursuant to Section 3, such percentage of the Awards shall be settled in accordance with such deferral.

3.Deferral of Payment of Awards.  The Director may elect to defer settlement of a percentage of the Awards in accordance with the procedures set forth in Section 4(c) of the Deferral Plan.

 

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4.Termination of Service; Death; Disability; Change of Control.  In the event of the Director’s Separation from Service, death, Disability, or a Change of Control while Awards are outstanding, the following vesting provisions will apply.

(a)Termination of Service Other than Due to Death or Disability.  In the event of the Director’s Separation from Service for any reason other than death or Disability prior to the occurrence of a Release Event, the Director will receive a pro-rated number of Awards based on the number of days of service as a member of the Board after the Grant Date.  The pro-rated number of Awards will be calculated by multiplying the number of Awards by a fraction, the numerator of which equals the number of days that have elapsed since the Grant Date and the denominator of which equals 365 (rounded to three decimal points). Subject to Section 10, the pro-rated number of Awards will be released pursuant to Section 2 above.  The remaining Awards will be forfeited, and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.

(b)Termination of Service for Cause.  In the event of the Director’s Separation from Service for Cause prior to the occurrence of any Release Event, then notwithstanding anything to the contrary herein, including but not limited to Section 4(a), any outstanding Awards will be immediately forfeited at the time the Company first notifies the Director of the termination of the Director’s service for Cause.

(c)Death or Disability.  In the event of the Director’s death or Disability while actively serving as a member of the Board and prior to the occurrence of any other Release Event (a “Termination Event”), the Director will receive 100% of the Awards.  Subject to Section 10, the Awards will be released pursuant to Section 2 above.  In the event of the Director’s death, payment will be made to the Director’s Beneficiary (as such term is defined in the Deferral Plan).

(d)Change of Control.  In the event of a Change of Control prior to the occurrence of any other Release Event, the Director will receive 100% of the Awards.  Subject to Section 10, the Awards will be released pursuant to Section 2 above.

(e)Definitions.  For purposes of this Section 4, and subject to Section 10, the following defined terms have the following meanings:

i.“Cause” means (i) conviction of a felony or (ii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.

ii.“Change of Control” has the meaning assigned to such term in the Long-Term Incentive Plan.

iii.“Disability” means a “disability” as defined in Treas. Reg. § 1.409A-3(i)(4) (or successor provisions).

iv.“Separation from Service” has the meaning assigned to such term in the Deferral Plan.

5.Dividends.  If the Company declares and pays dividends on Common Stock during the time period when Awards are outstanding, each such Award shall be credited with an additional amount equivalent to the dividend that would have been paid with respect to such Award if it had been an actual share of Common Stock.  The amount of such dividend equivalents shall be converted into additional Awards in the manner provided in Section 6(b) of the Deferral Plan, such additional Awards

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to be subject to the same vesting, payment and forfeiture provisions as the original Awards upon which such dividend equivalent amounts were credited.

6.No Rights as Shareholder until Vesting and Issuance of Shares.  Except as otherwise specifically provided in this Agreement, the Director will not be entitled to any voting or other rights of a shareholder of Common Stock with respect to any outstanding Awards.  Upon vesting of the Awards and issuance of Shares, the Director will obtain full voting and other rights as a shareholder of the Company.

7.Compliance.  The Director may sell, pledge, assign, hypothecate, transfer or dispose of the Awards or Shares issued in respect of the Awards only in compliance with the Company’s policies and applicable laws and regulations, including the registration requirements of the Securities Act of 1933, as amended.

8.Taxes.  The Company may withhold from any payment under the Plans or from any other compensation payable by the Company to the Director any federal, state, local or foreign taxes required by law to be withheld with respect to a deferral, payment or accrual under the Plans (a “Tax Withholding Obligation”) and shall report such payments and other information related to one or both of the Plans to the appropriate governmental agencies as required under applicable law.  The Company may deduct from the payment of any Shares issuable pursuant to this Agreement the amount necessary to satisfy any such Tax Withholding Obligations, in which case the number of Shares deducted will be calculated by dividing the dollar amount of any such Tax Withholding Obligations by the closing price of the Common Stock on the New York Stock Exchange on the date of such payment (or, if such date is not a Trading Day, then on the first Trading Day immediately preceding such date) (rounded to three decimal points).  Tax consequences of receiving or disposing of Awards and Shares may be complicated, depending in part on the Director’s specific situation.  The Director is encouraged to consult with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt, vesting or disposition of the Awards or Shares in light of the Director’s specific situation.

9.Data Privacy.  By receiving the Awards, the Director (a) authorizes the Company and any agent of the Company administering the Plans or providing recordkeeping services related to one or both of the Plans 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 Awards and the administration of the Plans, (b) waives any data privacy rights the Director may have with respect to such information, and (c) authorizes the Company and its agents to store and transmit such information in electronic form.

10.Compliance with Section 409A.  To the extent that the Company determines that the Awards are subject to Section 409A, these Terms and Conditions will be interpreted and administered in a manner consistent therewith to the extent necessary to comply with such requirements of Section 409A and to avoid the imposition of any additional tax.  When the period during which payment may be made straddles two taxable years, in no event is the Director permitted, directly or indirectly, to designate the taxable year of any payment.  To the extent that the Company determines that the Awards are subject to Section 409A and fail to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to amend, restructure, terminate or replace the Awards in order to cause the Awards to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.

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11.Binding Effect; Entire Agreement.  This document will inure to the benefit of the successors and assigns of the Company and be binding upon the Director and the Director’s heirs, executors, administrators, successors and assigns.  This document and the Plans constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior discussions, understandings and agreements with respect to such matters.

 

 

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EXHIBIT 10.3

WEYERHAEUSER COMPANY

2022 LONG-TERM INCENTIVE PLAN

[PLAN YEAR] PERFORMANCE SHARE UNIT AWARD

TERMS AND CONDITIONS (U.S.)

 

Pursuant to your Grant Notice (the “Grant Notice”) and these Performance Share Unit Award Terms and Conditions, Weyerhaeuser Company has granted to you under its 2022 Long-Term Incentive Plan (the “Plan”) the target number of Performance Share Unit Awards (“Awards”) indicated in your Grant Notice at the market value indicated in your Grant Notice (the “Grant”).  The Grant was made as of the date of the [Compensation Committee] [Board of Directors] action authorizing the Grant (the “Grant Date”).  You may decline this Grant by notifying the Compensation and Benefits Department at [e-mail address] within one month of the Grant Date.  If you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms used but not defined in this document have the definitions given to such terms in the Plan.  Awards represent the Company’s unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date based upon satisfaction of certain performance criteria, subject to the terms of this document and the Plan.  You have no rights to or under the Awards other than the rights of a general unsecured creditor of the Company.  In addition, the Awards have the following terms and conditions:

1. Earning and Vesting of Awards.  You will earn the Awards granted to you only if the Company achieves certain business targets over a three-year performance period and, except as otherwise provided in Section 3, you remain employed by the Company or Related Company through the end of the performance period.  The performance period begins on the Grant Date and ends on December 31st of the second year following the year of the Grant (the “Performance Period”).  Except as otherwise provided herein, all Awards will vest on March 1st following the end of the Performance Period and will be earned within a range from 0% to 150% of target performance, subject to and based upon the Compensation Committee certifying the achievement of the performance measures set forth on Appendix A hereto in accordance with the methodology provided therein.  Notwithstanding the foregoing, if the Company’s absolute total shareholder return, as calculated in accordance with the methodology set forth in Appendix A (“TSR”), is negative over the Performance Period, then the maximum level of Awards that may be earned will be 100% of the target number of Awards.  All determinations with respect to Awards will be made by the Compensation Committee, including the determination and certification of achievement of the performance measures set forth in Appendix A and the level of Awards earned.  

2.Settlement of Awards.  Upon vesting of Awards in accordance with Section 1, one share of Company Common Stock shall be issued for each earned Award that vests on such date (the “Shares”), subject to the terms of the Plan and this document.  The Company will subtract from the vested Shares the whole number of Shares necessary to satisfy any required tax withholding obligations as described in Section 9 and transfer the balance of the vested Shares to you (known as “settlement”).  No fractional Shares shall be issued under the Grant. The delivery of vested Shares shall occur as soon as practicable after the vesting date specified in Section 1, but in all events by a date which is within 30 days following such date, subject to Section 3.

 

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3.Termination of Employment; Retirement; Death; Disability; Change of Control.  In the event of your Termination of Service, including by reason of Retirement (as defined below), death or Disability or a Change of Control while Awards are outstanding, the following provisions will apply.  Within 30 days following each applicable settlement date specified below, one share of Company Common Stock will be issued for each earned Award that is subject to settlement in accordance with the terms of the Plan and this document, subject to any tax withholding obligations as described in Section 9 and subject to Section 3(f).

(a)  Retirement.  If you experience a voluntary Termination of Service at age 62 or older (such termination being referred to herein as “Retirement”), and if clause (ii) in the second paragraph of Section 3(f) is not applicable, earned Awards will be settled according to the following schedule:

i. If your Retirement occurs on or after the one-year anniversary of the Grant Date, 100% of the Awards will continue to be earned and settled in accordance with the provisions of Section 1 and Section 2 based on actual performance results for the Performance Period, notwithstanding your termination of employment before the vesting date.

 

ii. If your Retirement occurs before the one-year anniversary of the Grant Date, the number of Awards will be pro-rated based on the number of months you worked after the Grant Date as follows:  (x) the actual number of Awards earned as of the end of the Performance Period multiplied by (y) a fraction, the numerator of which is the number of months worked after the Grant Date (and before your retirement) and the denominator of which is 12.  The remaining Awards will be forfeited, and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.  The pro-rated portion of the Awards will be earned based on actual performance results for the Performance Period and continue to vest and be settled as provided in Sections 1 and 2 above.

(b)  Termination Due to Job Elimination.  If you experience a Termination of Service due to the elimination of your position with the Company or any Related Company, and if neither Section 3(d) nor clause (ii) in the second paragraph of Section 3(f) is applicable, the Awards will continue to vest for one year following your Termination of Service and the earned and vested Awards will be settled as provided in Section 2.  The remaining unvested portion of the Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited portion of the Awards. For the avoidance of doubt, if your Termination of Service by reason of the elimination of your position with the Company or any Related Company occurs more than one year before the scheduled vesting date, then all Awards with respect to that Performance Period will be forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited Awards.

(c)  Termination for Other Reasons. If you experience a Termination of Service before any of the Awards are earned and vested as provided in Section 1 and none of the other provisions of this Section 3 apply, any Awards that are not vested on the date of your termination are immediately forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited portion of the Awards.

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(d)  Termination for Cause.  If your employment or service relationship is terminated for Cause (defined below), then notwithstanding anything to the contrary herein, including but not limited to Section 3(a), any outstanding Awards will be immediately forfeited at the time the Company or Related Company first notifies you of your termination for Cause and no Shares will be issued or issuable or other compensation payable with respect to such forfeited Awards.  In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, settlement of all outstanding Awards may be suspended during such period of investigation to the extent permissible under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Section 409A”). If, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, all outstanding Awards shall be immediately forfeited as provided above and you shall be required to promptly repay to the Company any Shares relating to such Awards that were previously paid to you during the period of investigation.  If any facts that would constitute termination for Cause are discovered after your Termination of Service, any outstanding Awards may be immediately terminated by the Compensation Committee.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related 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 or any Related Company.

(e)  Death or Disability.  In the event of your death or Disability while actively employed, all of the Awards will continue to be earned and settled in accordance with the provisions of Section 1 and Section 2 based on actual performance results for the Performance Period, notwithstanding your Termination of Service before the vesting date.  In the event of your death, payment will be made to your estate. “Disability” means a disability as defined in Treas. Reg. § 1.409A-3(i)(4) (or successor provisions).

(f)  Change of Control. If a Change of Control occurs before the end of the Performance Period, the target performance level of the Award will be deemed to have been achieved and you will be deemed to have earned the Award at a payout percentage of 100% of target Awards.

Following a Change of Control, the earned Awards will vest as set forth in Section 1 (i.e., all Awards will vest on March 1st following the end of the Performance Period if you remain employed on that date) and be settled as set forth in Section 2, subject to the following provisions of this Section 3(f) and Section 15:  

(i) If and to the extent the Awards are not converted, assumed, substituted for or replaced by the successor entity to the Company, your then-outstanding earned Awards will immediately vest in full as of the effective date of the Change of Control and shall be settled in cash in amount equal to the Fair Market Value of one share of Common Stock on the date of the Change of Control times the number of the earned Awards.  The amount shall be accumulated with interest compounded annually from the date of the Change of Control until the settlement date at a rate of 120 percent of the Federal mid-term rate (as in effect under section 1274 of the Code for the month in which the Change

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of Control occurs).  Settlement will be made as provided in Section 2 that would apply absent this Section 3(f) or, if earlier, at the time of your separation from service as specified in clause (ii) below.

(ii) If and to the extent the Awards are converted, assumed, substituted for or replaced by the successor entity to the Company and you separate from service within two years following the effective date of a 409A Change of Control (defined below):

(1) the earned Awards will immediately vest in full as of the date of your separation from service, provided that such separation is either an involuntary separation by the Company other than for Cause (as defined in Section 3(d)) or a voluntary separation by you for Good Reason (as defined below); and

(2) the earned Awards, to the extent vested (or, in the case of a retirement, that will vest following retirement), shall be settled as of the date of your separation from service.  

(iii) For purposes of this Section 3(f), a “separation from service” by the Company includes a separation from service by any Related Company and any successor entity, and a “409A Change of Control” means a Change of Control that also qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5).

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i.  a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change of Control;

ii.  within two years following a Change of Control, the Company’s requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change of Control than such residence is from the Company’s headquarters immediately prior to a Change of Control, except for required travel on the Company’s business to an extent substantially consistent with your business obligations as of the Grant Date;

iii.  a material reduction by the Company of your base salary as in effect immediately prior to the Change of Control;

iv.  a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change of Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v. a material reduction in your level of participation, including your target-level opportunities, in any of the Company’s short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more), or a material increase in the relative difficulty of the measures used to

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determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the Company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason; (B) the Company fails to correct the event so identified in all material respects within 30 days after receipt of such notice; and (C) your resignation occurs within two years after the occurrence of such event and the 409A Change of Control.

4.Dividends.  Except as otherwise specifically provided in this document, you will not be entitled to any rights of a shareholder with respect to any outstanding Awards.  Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time period when Awards are outstanding, you will be credited with additional amounts for each Award equal to the dividend that would have been paid with respect to such Award if it had been an actual share of Common Stock, which amount shall remain subject to any restrictions (and as determined by the Administrator may be reinvested in Awards or may be accrued as cash with or without interest) and shall vest and be paid concurrently with the vesting and payment of the Awards upon which such dividend equivalent amounts were paid based on actual performance results.

5.No Rights as Shareholder until Vesting and Issuance of Shares.  You will not have any voting or any other rights as a shareholder of Common Stock with respect to the outstanding Awards.  Upon vesting of the Awards and issuance of shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.

6.Securities Law Compliance.  Notwithstanding any other provision of this document, you may not sell the Shares acquired upon vesting and issuance of the Awards unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale is exempt from the registration requirements of the Securities Act.  The sale of such Shares must also comply with other applicable laws and regulations governing the Shares and you may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

7.Non-Transferability of Awards.  Notwithstanding any other provision of this document, you may not sell, pledge, assign, hypothecate, transfer or dispose of the Awards in any manner prior to the distribution to you of Shares in respect of such Awards.  Awards shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, pursuant to Section 3(e), Shares may be issued to your estate in the event of your death.

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8.Independent Tax Advice.  Determining the actual tax consequences of the receipt, vesting or disposition of the Awards or Shares may be complicated.  These tax consequences will depend, in part, on your specific situation and also may depend on the resolution of currently uncertain tax law and other variables not within the control of the Company.  You should consult a competent and independent tax advisor independent of the Company to obtain tax advice concerning the specific tax consequences to you of the receipt, vesting or disposition of Awards or Shares in light of your specific situation.

9.Taxes and Withholding.  You are ultimately liable and responsible for all taxes owed in connection with the Awards, including federal, state, local, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Awards.  The Company makes no representation or undertaking regarding your payment of taxes and the treatment of any tax withholding in connection with the Awards.  The Company does not commit and is under no obligation to structure the Awards to reduce or eliminate your tax liability.

When an event occurs in connection with the Awards (e.g., vesting) that the Company determines results in any federal, state, local or foreign tax withholding obligations, (“tax withholding obligations”), to the extent permitted by Section 409A and applicable law, the Company may retain without notice from Shares issuable under the Awards or from salary or other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your tax withholding obligations, as set forth in the Plan; provided that such tax withholding obligations shall be satisfied by first, retaining Shares issuable under the Awards; second, to the extent such Shares are insufficient, retaining any cash payable under the Awards; and third, to the extent the foregoing amounts are insufficient, retaining salary or other amounts payable to you.

The Company may refuse to issue any Shares to you until your tax withholding obligations are satisfied.  You should be aware that, in accordance with the Plan, a delay in satisfying your tax withholding obligations could cause a forfeiture of the Shares.

10.Grant 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.

11.No Right to Damages.  You will have no right to bring a claim or to receive damages if any portion of the Grant is forfeited.  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.

12.Binding Effect.  The terms and conditions of the 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.

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13.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation.  (a) All Awards under the Plan are discretionary in nature and may be suspended or terminated by the Company at any time. (b) Each Grant is a one-time benefit that does not create any contractual or other right to receive future grants of Awards. (c) All determinations with respect to any such future grants, including, but not limited to, the times when grants will be made, the number of Awards subject to each grant, the grant price, vesting and other terms applicable to the grant, and the time or times when each grant will be exercisable or settled, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Grant is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Grant 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) Except as may otherwise be explicitly provided in the terms and conditions of the Grant, the vesting of the Awards ceases upon your Termination of Service for any reason and any unvested Awards will be forfeited. (h) The future value of the Shares underlying the Awards is unknown and cannot be predicted with certainty.  

14.Employee Data Privacy.  By accepting this Grant, 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, and their respective agents in connection with administering the Plan, any information and data the Company requests (including personal data) in order to facilitate the grant of the Award and the administration of the Plan; (b) agree that the Company (and your employer, if different, and any of their respective agents in connection with administering the Plan) may act as a data controller and/or data processor with respect to such information and data and waive to the maximum extent permissible by law any data privacy rights you may have with respect to such information and data; and (c) authorize the Company and its agents to store and transmit such information, including in electronic form, to its affiliates or agents in any country (including countries which may not provide for data protection equivalent to the United States).

15.Compliance with Code Section 409A.  To the extent that the Company determines that the Awards are subject to or exempt from Code Section 409A, this document will be interpreted, operated and administered accordingly and subject to the Terms of the Plan, including section 16.5 of the Plan.

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Appendix A

 

[Plan Year] Performance Share Unit Awards
Performance Measure

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EXHIBIT 10.4

WEYERHAEUSER COMPANY

2022 LONG-TERM INCENTIVE PLAN

[PLAN YEAR] RESTRICTED STOCK UNIT AWARD

TERMS AND CONDITIONS

Pursuant to your Grant Notice (the “Grant Notice”) and these Restricted Stock Unit Award Terms and Conditions, Weyerhaeuser Company has granted to you under its 2022 Long-Term Incentive Plan (the “Plan”) the number of restricted stock unit awards (“Awards”) indicated in your Grant Notice at the market value indicated in your Grant Notice (the “Grant”).  The Grant was made as of the date of the [Compensation Committee] [Board of Directors] action authorizing the Grant (the “Grant Date”).  You may decline this Grant by notifying the Compensation and Benefits Department at [e-mail address] within one month of the Grant Date.  If you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms used but not defined in this document have the definitions given to such terms in the Plan.  Awards represent the Company’s unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date, subject to the terms of this document and the Plan.  You have no rights to or under the Awards other than the rights of a general unsecured creditor of the Company.  In addition, the Awards have the following terms and conditions:

1.Vesting.  Subject to the provisions of Section 3 and the other provisions set forth herein, the Awards shall be vested in accordance with the following schedule:

The vesting of Awards as set forth herein is conditioned on your continued employment by the Company or a Related Company, except to the extent set forth in Section 3.  

2.Settlement of Awards.  Upon each vesting of Awards in accordance with Section 1, one share of Company Common Stock shall be issued for each Award that vests on such date (the “Shares”), subject to the terms of the Plan and this document.  The Company will subtract from the vested Shares the whole number of Shares necessary to satisfy any required tax withholding obligations as described in Section 9 and transfer the balance of the vested Shares to you (known as “settlement”).  No fractional Shares shall be issued under the Grant. The delivery of vested Shares shall occur as soon as practicable after the vesting date specified in Section 1, but in all events by a date which is within 30 days following such date, subject to Section 3.

3.Termination of Employment; Retirement; Death; Disability; Change of Control.  In the event of your Termination of Service, including by reason of Retirement (as defined below), death or Disability or a Change of Control while Awards are outstanding, the following provisions will apply.  Within 30 days following each applicable settlement date specified below, one Share will be issued for each Award that is subject to settlement in accordance with the

 

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terms of the Plan and this document, subject to any tax withholding obligations as described in Section 9 and subject to Section 3(f).

(a)Retirement.  If you experience a voluntary Termination of Service at age 62 or older (such termination being referred to herein as “Retirement”) and if neither Section 3(d) nor clause (ii) in the second paragraph of Section 3(f) is applicable, the Awards will vest and be settled according to the following schedule:

i. If your Retirement occurs on or after the one-year anniversary of the Grant Date, 100% of the Awards will continue to vest and be settled as provided in Sections 1 and 2 above.

ii. If your Retirement occurs before the one–year anniversary of the Grant Date, the number of Awards will be pro-rated based on the number of months you worked after the Grant Date as follows: (x) the original number of Awards indicated in the Grant Notice multiplied by (y) a fraction, the numerator of which is the number of months worked after the Grant Date (and before your Retirement) and the denominator of which is 12. The remaining Awards will be forfeited, and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.  The pro-rated portion of the Awards will continue to vest and be settled as provided in Sections 1 and 2 above.

(b)Termination Due to Job Elimination.  If you experience a Termination of Service due to the elimination of your position with the Company or any Related Company, and if neither Section 3(d) nor clause (ii) in the second paragraph of Section 3(f) is applicable, the Awards will continue to vest for one year following your Termination of Service and the vested Awards will be settled as provided in Section 2.  The remaining unvested portion of the Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited portion of the Awards.  

(c)Termination for Other Reasons. If you experience a Termination of Service before the Awards vest as provided in Section 1 and none of the other provisions of this Section 3 apply, any Awards that are not vested on the date of your Termination of Service will be immediately forfeited and no Shares will be issued or issuable or other compensation payable with respect to such forfeited portion of the Awards.

(d)Termination for Cause.  If your employment or service relationship is terminated for Cause (defined below), then notwithstanding anything to the contrary herein, including but not limited to, Section 3(a), any outstanding Awards will be immediately forfeited at the time the Company or Related Company first notifies you of your termination for Cause and no Shares will be issued or issuable or other compensation payable with respect to such forfeited Awards.  In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, settlement of all outstanding Awards may be suspended during such period of investigation to the extent permissible under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Section 409A”). If, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, all outstanding Awards shall be immediately forfeited as provided above and you shall be required to promptly repay to the Company any Shares relating to such Awards that were previously paid to you during the period of investigation. If any facts that would constitute termination for Cause

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are discovered after your Termination of Service, any outstanding Awards may be immediately terminated by the Compensation Committee.

 

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related 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 or any Related Company.

(e)Death or Disability.  In the event of your death or Disability while actively employed, all of the outstanding Awards will immediately vest. Subject to Section 15, all Awards not already settled as provided in Section 2 above will be settled as of the date of your death or Disability.  In the event of your death, payment will be made to your estate.  “Disability” means a “disability” as defined in Treas. Reg. § 1.409A-3(i)(4) (or successor provisions).

(f)Change of Control.  If a Change of Control occurs, the Awards will vest and be settled as follows, subject to Section 15:

(i) If and to the extent the Awards are not converted, assumed, substituted for or replaced by the successor entity to the Company, the then-outstanding Awards will immediately vest in full as of the effective date of the Change of Control and shall be settled in cash in an amount equal to the Fair Market Value of one share of Common Stock on the date of the Change of Control times the number of Shares. The amount shall be accumulated with interest compounded annually from the date of the Change of Control until the settlement date at a rate of 120 percent of the Federal mid-term rate (as in effect under section 1274 of the Code for the month in which the Change of Control occurs). Settlement will be made as provided in Section 2 that would apply absent this Section 3(f) or, if earlier, at the time of your separation from service as specified clause (ii) below.

(ii) If and to the extent the Awards are converted, assumed, substituted for or replaced by the successor entity to the Company and you separate from service within two years following the effective date of a 409A Change of Control (defined below):

(1) the Awards will immediately vest in full as of the date of your separation from service, provided that such separation is either an involuntary separation by the Company other than for Cause (as defined in Section 3(d)) or a voluntary separation by you for Good Reason (as defined below); and

(2) the Awards, to the extent vested (or, in the case of a retirement, that will vest following retirement), shall be settled as of the date of your separation from service.

(iii) For purposes of this Section 3(f), a “separation from service” by the Company includes a separation from service by any Related Company and any successor entity, and a “409A Change

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of Control” means a Change of Control that also qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5).

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i. a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change of Control;

ii.  within two years following a Change of Control, the Company’s requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change of Control than such residence is from the Company’s headquarters immediately prior to a Change of Control, except for required travel on the Company’s business to an extent substantially consistent with your business obligations as of the Grant Date;

iii.  a material reduction by the Company of your base salary as in effect immediately prior to the Change of Control;

iv. a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change of Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v.  a material reduction in your level of participation, including your target-level opportunities, in any of the Company’s short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more), or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.  

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the Company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason; (B) the Company fails to correct the event so identified in all material respects within 30 days after receipt of such notice; and (C) you resign within two years after the occurrence of such event and the 409A Change of Control.

4.Dividends.  Except as otherwise specifically provided in this document, you will not be entitled to any rights of a shareholder with respect to any outstanding Awards.  Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time

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period when Awards are outstanding, you will be credited with additional amounts for each Award equal to the dividend that would have been paid with respect to such Award if it had been an actual share of Common Stock, which amount shall remain subject to any restrictions (and as determined by the Administrator may be reinvested in Awards or may be accrued as cash with or without interest) and shall vest and be paid concurrently with the vesting and payment of the Awards upon which such dividend equivalent amounts were paid.

5.No Rights as Shareholder until Vesting and Issuance of Shares.  You will not have any voting or any other rights as a shareholder of Common Stock with respect to the outstanding Awards.  Upon vesting of the Awards and issuance of shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.

6.Securities Law Compliance.  Notwithstanding any other provision of this document, you may not sell the Shares acquired upon vesting and issuance of the Awards unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale is exempt from the registration requirements of the Securities Act.  The sale of such Shares must also comply with other applicable laws and regulations governing the Shares and you may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

7.Non-Transferability of Awards.  Notwithstanding any other provision of this document, you may not sell, pledge, assign, hypothecate, transfer or dispose of the Awards in any manner prior to the distribution to you of Shares in respect of such Awards.  Awards shall not be subject to execution, attachment or other process.  Notwithstanding the foregoing, pursuant to Section 3(e), Shares may be issued to your estate in the event of your death.

8.Independent Tax Advice.  Determining the actual tax consequences of the receipt, vesting or disposition of the Awards or Shares may be complicated.  These tax consequences will depend, in part, on your specific situation and also may depend on the resolution of currently uncertain tax law and other variables not within the control of the Company.  You should consult a competent and independent tax advisor independent of the Company to obtain tax advice concerning the specific tax consequences to you of the receipt, vesting or disposition of Awards or Shares in light of your specific situation.

9.Taxes and Withholding.  You are ultimately liable and responsible for all taxes owed in connection with the Awards, including federal, state, local, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Awards.  The Company makes no representation or undertaking regarding your payment of taxes and the treatment of any tax withholding in connection with the Awards.  The Company does not commit and is under no obligation to structure the Awards to reduce or eliminate your tax liability.

When an event occurs in connection with the Awards (e.g., vesting) that the Company determines results in any federal, state, local, or foreign tax withholding obligations, (“tax withholding obligations”), to the extent permitted by Section 409A and applicable law, the Company may retain without notice from Shares issuable under the Awards or from salary or

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other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your tax withholding obligations, as set forth in the Plan; provided that such tax withholding obligations shall be satisfied by: first, retaining Shares issuable under the Awards; second, to the extent such Shares are insufficient, retaining any cash payable under the Awards; and third, to the extent the foregoing amounts are insufficient, retaining salary or other amounts payable to you.  

The Company may refuse to issue any Shares to you until your tax withholding obligations are satisfied. You should be aware that, in accordance with the Plan, a delay in satisfying your tax withholding obligations could cause a forfeiture of the Shares.

10.Grant Not an Employment or Service Contract.  Nothing in the Plan or any Awards 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.

11.No Right to Damages.  You will have no right to bring a claim or to receive damages if any portion of the Grant is forfeited.  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.

12.Binding Effect.  The terms and conditions of the 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.

13.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation.  (a) All Awards under the Plan are discretionary in nature and may be suspended or terminated by the Company at any time. (b) Each Grant is a one-time benefit that does not create any contractual or other right to receive future grants of Awards. (c) All determinations with respect to any such future grants, including but not limited to, the times when grants will be made, the number of Awards subject to each grant, the grant price, vesting and other terms applicable to the grant, and the time or times when each grant will be exercisable or settled, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Grant is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Grant 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) Except as may otherwise be explicitly provided in the terms and conditions of the Grant, the vesting of Awards ceases upon your Termination of Service for any reason and any unvested Awards will be forfeited. (h) The future value of the Shares underlying the Awards is unknown and cannot be predicted with certainty.

14. Employee Data Privacy.  By accepting this Grant, 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, and their respective agents in connection with administering the Plan, any information and data the

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Company requests (including personal data) in order to facilitate the grant of the Awards and the administration of the Plan; (b) agree that the Company (and your employer, if different, and any of their respective agents in connection with administering the Plan) may act as a data controller and/or data processor with respect to such information and data and waive to the maximum extent permissible by law any data privacy rights you may have with respect to such information and data; and (c) authorize the Company and its agents to store and transmit such information, including in electronic form, to its affiliates or agents in any country (including countries which may not provide for data protection equivalent to the United States).

15. Compliance with Code Section 409A.  To the extent that the Company determines that the Awards are subject to or exempt from Code Section 409A, this document will be interpreted, operated and administered accordingly and subject to the terms of the Plan, including section 16.5 of the Plan.

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