Exhibit 10.14
November 20, 2001
Xx. Xxxxxx Xxxxxxxxx
[Address Omitted]
Fax [number omitted]
Dear Xxx:
You ("Executive") have previously agreed to be employed by Plum Creek Timber
Company, Inc. (the "Company" or "Plum Creek") pursuant to the terms referred to
in my letter to you dated November 1, 2001. This letter sets forth the
"Executive Agreement" referenced in that letter.
EXECUTIVE AGREEMENT
The Company may terminate Executive's employment and this Executive Agreement at
any time for "Cause" (as hereinafter defined) immediately upon written notice to
Executive. As used herein, the term "Cause" shall mean that Executive shall have
in the reasonable judgment of the Board of Directors of the Company (i)
committed a criminal act or a single act of fraud, embezzlement, breach of
trust, or other act of gross misconduct, or (ii) violated any material written
Company policy or rules of the Company, unless rectified by Executive within 45
days following written notice thereof to Executive or (iii) refused to follow
the reasonable written directions given by the Board or the Company's Chief
Executive Officer from time to time or breached any covenant or obligation under
this Executive Agreement or other agreement with the Company, unless rectified
by Executive within 45 days following written notice thereof to Executive.
The Company may terminate Executive's employment and this Executive Agreement
Without Cause (as hereinafter defined) upon written notice to Executive.
Termination "Without Cause" shall mean termination of employment on any basis
(including no reason or cause) other than termination of Executive's employment
for Cause, voluntary resignation, death or permanent disability.
If your employment with Plum Creek is terminated Without Cause or if terminated
following a Change in Control (as hereinafter defined), in either case in the
first two years from your date of hire, Plum Creek will pay you as severance,
the equivalent of one year's base salary (at the level in effect at the date of
termination) plus an amount equal to the bonus paid with respect to the full
calendar year preceding the year in which Executive's employment was terminated.
If the termination Without Cause or following a Change in Control takes place
prior to the first year bonus being paid to Executive, then such bonus will be
based upon the average bonus paid to similarly situated executives of Plum
Creek. In addition, upon such termination, all outstanding stock options will
become immediately vested and
Xx. Xxxxxx Xxxxxxxxx
Page 2
November 20, 2001
all restrictions on restricted stock will lapse (provided, however, that the
lapsing of such restrictions and accelerated vesting will not occur prior to the
date which is six months from your date of hire).
As used herein, "Change in Control" means the occurrence of any of the following
events:
(i) any Person is or becomes after the effective
date hereof the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities
of the Company (not including in the securities beneficially
owned by such person any securities acquired directly from the
Company or its affiliates) representing 50% or more of the
combined voting power of the Company's then outstanding
securities; or
(ii) a majority of the directors elected at any
annual or special meeting of shareholders of Plum Creek are
not individuals nominated by Plum Creek's then incumbent Board
of Directors; or
(iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation, other than (i) a merger or consolidation which
would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at
least 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (ii) a
merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no Person acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or
substantially all of the Company's assets.
Xxx, if the foregoing is acceptable to you, please execute in the space provided
below and return one copy to me.
Sincerely,
Xxxx X. Xxxxxx
President and Chief Executive Officer
/s/ Xxxx X. Xxxxxx
Xxxxxx to and accepted as of November 20, 2001.
/s/ Xxxxxx Xxxxxxxxx
Xx. Xxxxxx Xxxxxxxxx
