This
AMENDMENT (“Amendment”) dated the date set forth in the Acceptance attached
hereto amends certain provisions of that certain Stock Option and Dividend Equivalent
Award Agreement dated as of __________, 200_ (the “Agreement”), between Plum
Creek Timber Company, Inc., a Delaware corporation (the “Company”), and [Name of
Director] (“Director”), a director of the Company. Terms used herein, unless
otherwise defined herein, shall have the meanings ascribed to them in the Plum Creek
Timber Company, Inc. Amended and Restated Stock Incentive Plan (the “Plan”).
A. Amendment to Agreement and Acceptance.
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1. |
The Agreement is hereby amended by deleting Paragraph A.3. in its entirety and
inserting in its place the following provisions: |
| (a) |
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The Option
is fully vested and exercisable and may be exercised, following the
procedure therefore established by the Committee from time to time, at any time
during the period ending on the date, which is ten years after the Grant Date.
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| (b) |
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The Option
is not transferable otherwise than by will or the laws of descent and
distribution, or pursuant to a “qualified domestic relations order” as
defined by the Code, and may be exercised by Director, Director’s guardian
or legal representative or a transferee under a qualified domestic relations
order or Director’s estate or the person who acquires the Option by will or
the laws of descent and distribution or otherwise by reason of the death of
Director. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of the Option or of such rights contrary to the provisions hereof or the
Plan, or upon the levy of any attachment or similar process upon the Option or
such rights, the Option and such rights shall immediately become null and void.
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| (c) |
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The purchase
price of shares as to which the Option is exercised shall be paid in full
at the time of exercise (i) in cash (including check, bank draft or money order
payable to the order of the Company), (ii) by delivering to the Company shares
of Stock having a fair market value equal to the purchase price, or (iii) by a
combination of cash or Stock. Payment may also be made by delivery (including by
facsimile transmission) to the Company of a properly executed and irrevocable
Notice of Exercise form, coupled with irrevocable instructions to a
broker-dealer to simultaneously sell a sufficient number of the shares as to
which the Option is exercised and deliver directly to the Company that portion
of the sales proceeds representing the exercise price and applicable minimum
withholding taxes (“Cashless Exercise”) or by such other similar
process approved by the Committee. |
| (d) |
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No fraction
of a share of Stock shall be issued by the Company upon exercise of an
Option or accepted by the Company in payment of the purchase price thereof;
rather, Director shall provide a cash payment for such amount as is necessary to
effect the issuance and acceptance of only whole shares of Stock. Unless and
until a certificate or certificates representing such shares shall have been
issued by the Company to Director, Director (or the person permitted to exercise
the Option in the event of Director’s death) shall not be or have any of
the rights or privileges of a shareholder of the Company with respect to shares
acquirable upon an exercise of the Option. |
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2. |
The Acceptance is hereby amended by deleting in its entirety the
vesting schedule under the Section entitled “Award Summary”.
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B. General Confirmation and Amendment.
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1. |
Continuing
Effect. Except as specifically provided herein, the Agreement shall
remain in full force and effect in accordance with its terms and is hereby
ratified and confirmed in all respects. |
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2. |
No
Waiver. This Amendment is limited as specified and the execution,
delivery and effectiveness of this Amendment shall not operate as a
modification, acceptance or waiver of any provision of the Agreement except as
specifically set forth herein. |
C. Miscellaneous.
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1. |
Binding
Effect. This Agreement shall be binding upon and inure to the benefit
of any successors to the Company and all persons lawfully claiming under
Director. |
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2. |
Governing
Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Washington. |
AMENDMENT TO STOCK
OPTION AND DIVIDEND EQUIVALENT
AWARD AGREEMENT ACCEPTANCE
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You
have been granted a stock incentive award under the Plum Creek Timber Company, Inc.
Amended and Restated Stock Incentive Plan (“Plan”). Capitalized terms used but
not defined herein have the meanings ascribed to them in the Plan.
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Award Summary:
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Name:
[Name of Director] SSN: [Social Security Number] |
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Original Grant Date: __________________ |
Stock Option Grant:
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Total
Shares under Option Grant: ______,000 |
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Option
Price per Section A(2): $______ per share |
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Dividend Equivalent
(DERs) Grant:
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Total
Dividend Equivalents granted: ______,000 |
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Stock
Price at the beginning of the Performance Period $_______ (__________, 200_) |
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DER
Performance Period (5-years): ________, 200_ - ___________, 200_ |
IN
WITNESS WHEREOF, the Company has caused this Amendment to the Stock Option and
Dividend Equivalent Award Agreement to be
duly executed by its officer thereunto duly authorized, and Director has executed this
Agreement, each on the dates set forth below, this Agreement to be effective on the latter
of the two dates.
| Plum Creek Timber Company, Inc. |
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| By:__________________________________ |
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President, Human Resources |
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| Date:_________________________________ |
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| Director Signature _______________________ |
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| [Name of Director] |
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| Date:_________________________________ |
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