1
EXHIBIT 10.22
RAYONIER OUTSIDE DIRECTORS COMPENSATION PROGRAM
[1999] CASH DEFERRAL OPTION AGREEMENT
This Agreement is made by and between Rayonier Inc. (hereinafter the "Company")
and the undersigned individual Non-Employee Director of the Company (hereinafter
the "Director").
WHEREAS, the Director is and will be serving as a Director of the Company;
and
WHEREAS, the Company desires to assist the Director in providing for the
Director's retirement;
NOW THEREFORE, in consideration of the premises and the mutual promises
herein, the parties hereto agree as follows:
1. DEFERRAL ELECTION. The undersigned Director hereby irrevocably elects to
defer the Deferred Portion of cash ANNUAL RETAINER AND/OR MEETING FEES
that the Director would have received as a Director of the Company for
services rendered for calendar year [1999], and such deferred portion of
cash Annual Retainer and/or Meeting Fees shall not be paid to the
Director, where otherwise payable, but rather shall be set aside in an
account (the "Account"), which shall remain the sole property of the
Company. For purposes of this Agreement, the Account shall be credited
with interest thereon at a rate equal to the Prime Rate as reported in the
Wall Street Journal, adjusted and compounded annually as of each December
31 during the term of this Agreement.
The Deferred Portion shall be the following percentage or specific
dollar amount for calendar year [1999] Annual Retainer and/or Meeting
Fees otherwise payable in [1999]:
ANNUAL RETAINER MEETING FEES
________% or $ and/or ________% or $ ______
(choose one)
(choose one)
2. PAYMENT TERMS. The amount in the Account shall be paid to the Director in
a single lump sum on the date the Director attains age 72 or later upon
the conclusion of the Director's then current term as a Director provided,
however, that the Board of Directors may, in its sole discretion, instead
authorize payment of the entire amount in the Account to the Director upon
his earlier termination as a Director of the Company in full satisfaction
of its obligations under this Agreement.
3. BENEFICIARY DESIGNATION. In the event the Director dies prior to payment
of the Account, the amount in the Account shall be paid in a single lump
sum to the beneficiary designated by the Director on the Beneficiary
Designation (on the reverse side hereof). If no beneficiary is designated
or no designated beneficiary survives the Director, the beneficiary will
be the Director's estate. The Director may change beneficiary(ies) at any
time by written notice to the Company, attention Senior Vice President,
Administration.
4. MISCELLANEOUS. This Agreement shall not impose any obligation on the
Company to continue the Director as a Director, nor shall it impose an
obligation on the Director to continue to serve as a Director. This
Agreement shall be construed in all respects under the laws of the State
of Connecticut.
IN WITNESS WHEREOF, the parties here have caused this Agreement to be duly
executed effective as of December 31, [1998], for calendar year [1999].
RAYONIER INC. DIRECTOR
________________________ _________ ________________ ______
Xxxx X. X'Xxxxx Date Date
SVP - Administration
2
RAYONIER OUTSIDE DIRECTORS COMPENSATION PROGRAM
BENEFICIARY DESIGNATION
I hereby designate the following beneficiary(ies) to be paid my entire Account
in the event of my death.
SECTION A. PRIMARY BENEFICIARY(IES) Check box(es) and complete
percentage. If you have checked Box 3, complete the additional
information requested.
1. / / ____% To my SPOUSE AT TIME OF DEATH or, if none, the Alternate
Beneficiary(ies) designated in Section B.
2. / / ____% To my CHILDREN who survive me, in equal shares, or all to the
one who survives me provided that, if any such child
predeceases me leaving any descendants who survive me, such
descendants shall receive, per stirpes, the share such
deceased child would have received if surviving.
3. / / ____% To my OTHER PRIMARY BENEFICIARY(IES) who survive me* in the
indicated percentages:
NAME SOCIAL SECURITY NO. PERCENTAGE
___________________________ _________________ _____________
%
___________________________ _________________ _____________
%
___________________________ _________________ _____________
%
___________________________ _________________ _____________
%
___________________________ _________________ _____________
%
TOTAL __100__%
4. / / ____% To my ESTATE
TOTAL 100 %
SECTION B. ALTERNATE BENEFICIARY(IES) Check one box. IF NO BOX IS
CHECKED, THE ALTERNATE BENEFICIARY IS YOUR ESTATE. Any balance
in my Account not distributed to the above shall be
distributed as follows:
/ / To my CHILDREN who survive me, in equal shares, as provided in
No. 2 above
/ / To the following ALTERNATE BENEFICIARY(IES) who survive me* in
the indicated percentages:
NAME SOCIAL SECURITY NO. PERCENTAGE
___________________________ _________________ _____________
%
___________________________ _________________ _____________
%
___________________________ _________________ _____________
%
___________________________ _________________ _____________
%
___________________________ _________________ _____________
%
TOTAL __100__%
*If a beneficiary does not survive me, the amount which would have been
distributed to that beneficiary shall be distributed to the other named
beneficiary(ies) who survive me, in the proportion that the percentage indicated
as passing to each such surviving beneficiary bears to the percentage indicated
as passing to all the surviving beneficiaries. Payment to a minor beneficiary
shall be to the legally appointed guardian of his/her estate, unless otherwise
permitted by law.
____________________________________________ _______________________________
Date
