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EXHIBIT 10.18
THIS AMENDMENT is made this 22nd day of July, 1997, by and between RAYONIER INC.
(the "Employer") and XXXXXX X. XXXXX (the "Employee") with respect to the
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT effective June 22, 1994 (the "Agreement").
WHEREAS, the Employer and the Employee desire to amend the Agreement effective
as of the day and year first above written to authorize the continuation of the
Agreement as hereinafter provided following a Change in Control of the Employer.
(Terms not otherwise defined herein shall have the same meaning as in the
Agreement.)
NOW, THEREFORE, in consideration of the agreements hereinafter contained, the
parties hereto hereby agree to amend the Agreement effective as of the day and
year first above written by adding thereto the following new Article 14:
"14. Change in Control.
Notwithstanding any provision in this Agreement to the contrary, if, following a
Change in Control and before January 3, 1999, the Employee retires or otherwise
terminates his employment for any reason whatsoever or the Employer terminates
the Employee's employment for any reason whatsoever, this Agreement shall remain
in full force and effect unless and until payments shall have commenced to the
Employee under that certain Deferred Compensation/Supplemental Retirement
Agreement, effective June 28, 1994 (as amended), between the Employer and the
Employee (the "Deferral Agreement").
The Employer shall have no right of offset with respect to payments due
under the Deferral Agreement for payments, if any, made to the Employee
or his designated beneficiary, on or pursuant to the Policy. Nothing in
this Agreement shall be construed to give the Employee a right in the
Policy or in the proceeds therefrom from and after the commencement of
payments under the Deferral Agreement nor shall such Policy secure in
any fashion the obligations of the Employer thereunder.
In the event that the Employee is required to defend in any legal action or
other proceeding the validity or enforceability of any right or benefit afforded
by this Agreement, including this Article 14, the Employer shall pay any and all
actual legal fees and expenses incurred by the Employee regardless of the
outcome of such action and, if requested by the Employee, shall (within two
business days of such request) advance such expenses to the Employee. The
Employer shall be precluded from asserting in any judicial or other proceeding
commenced with respect to any right or benefit afforded by this Agreement,
including this Article 14, that such rights and benefits are not valid, binding
and enforceable and shall stipulate in any such proceeding that the Employer is
bound by all the provisions of the Agreement.
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For purposes of this Article 14, "Change in Control" has the meaning specified
in the Retirement Plan for Salaried Employees of Rayonier Inc. as amended
effective July 18, 1997, and as the same may be thereafter amended from time to
time prior to the occurrence of a Change in Control."
IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by its
duly authorized officer and the Employee has hereunto set his hand as of the
date and year first above written.
ATTEST: RAYONIER INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/Xxxx X. X'Xxxxx
Title: Corporate Secretary Name: Xxxx X. X'Xxxxx
Title: Senior Vice President,
Administration
/S/ XXXXXX X. XXXXX
