Common use of Miscellaneous Award Terms Clause in Contracts

Miscellaneous Award Terms. With respect to Post-Separation Rayonier Awards and SpinCo Awards, (i) employment with or service to the Rayonier Group shall be treated as employment with and service to SpinCo with respect to SpinCo Awards held by Rayonier Group Employees or Rayonier non-employee directors, and (ii) employment with or service to the SpinCo Group shall be treated as employment with or service to Rayonier with respect to Post-Separation Rayonier Awards held by SpinCo Group Employees or Transferred Directors. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Rayonier Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Rayonier Equity Plan applicable to such award (A) with respect to Post-Separation Rayonier Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Rayonier Equity Plan (a “Rayonier Change of Control”), and (B) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Equity Plan (a “SpinCo Change of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Rayonier Change of Control shall be treated as a SpinCo Change of Control for purposes of SpinCo Awards held by Rayonier Group Employees, Former Rayonier Group Employees and Rayonier non-employee directors, and a SpinCo Change of Control shall be treated as a Rayonier Change of Control for purposes of Post-Separation Rayonier Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors.

Miscellaneous Award Terms. (i) With respect to Post-Separation Rayonier CIT Awards and SpinCo C2 Awards, (iA) employment with or service to the Rayonier CIT Group shall be treated as employment with and service to SpinCo C2 with respect to SpinCo C2 Awards held by Rayonier Group Employees or Rayonier a CIT non-employee directorsdirector who is a non-employee director of CIT immediately following the Effective Time, and (iiB) employment with or service to the SpinCo C2 Group shall be treated as employment with or service to Rayonier CIT with respect to Post-Separation Rayonier CIT Awards held by SpinCo Group Employees or a Transferred DirectorsDirector who is a director of C2 immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Rayonier CIT Award or any SpinCo C2 Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in of control,” “change of in control” or similar definition in an award agreement, employment agreement or Rayonier the CIT Equity Plan applicable to such award (Ax) with respect to Post-Separation Rayonier CIT Awards, shall be deemed to refer to a “change in of control,” “change of in control” or similar definition as set forth in the applicable award agreement, employment agreement or Rayonier the applicable CIT Equity Plan (a “Rayonier CIT Change of Control”), and (By) with respect to SpinCo C2 Awards, shall be deemed to refer to a “Change in of Control” as defined in the SpinCo Equity C2 Omnibus Plan (a “SpinCo C2 Change of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Rayonier CIT Change of Control shall be treated as a SpinCo C2 Change of Control for purposes of SpinCo C2 Awards held by Rayonier Group Employees, Former Rayonier Group Employees and Rayonier CIT non-employee directors, and a SpinCo C2 Change of Control shall be treated as a Rayonier CIT Change of Control for purposes of Post-Separation Rayonier CIT Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors.