---

Exhibit 10.1 Weyerhaeuser Company Annual Incentive Plan

Annual Incentive Plan

for Salaried Employees

(Amended and Restated Effective January 1, 2013)

This document contains the terms of the Weyerhaeuser Company Annual Incentive Plan for Salaried Employees (the “ Plan ”). The Plan is effective January 1, 2013.

Purpose and Plan Objectives

The purpose of the Plan is to align rewards with the Company's vision and strategies, and motivate Participants to achieve top performance in the industry. Participants are eligible to receive incentive awards based on their performance and the performance of their Organization.

The Plan is designed to accomplish the following objectives:

Definitions

Eligibility

Subject to the terms and conditions of the Plan, each Employee is eligible to participate in the Plan except as follows:

The Plan Administrator may designate in its sole discretion any other Employee of the Company or any other person as eligible to participate in the Plan.

Target Bonus Percentage and Amount

The Company assigns each Employee position within the Company a target bonus percentage for each Award Year expressed as a percentage of Base Salary. The target bonus percentage is fixed for each Participant as of December 31 of each Award Year, without regard to any position changes during the Award Year, except as approved by the Plan Administrator.

A Participant's target bonus amount for the Award Year is calculated by multiplying his or her target bonus percentage by his or her Base Salary. Overtime paid during the year to a Participant who is a non-exempt salaried Employee will be added to his or her Base Salary for purposes of calculating his or her target bonus amount.

The target bonus amount for new a Participant during the Award Year will be prorated on a time-in-eligible position basis. The target bonus amount for a Participant who terminates his or her employment during the Award Year will be calculated on a time-in-eligible position basis, but only if such termination is for any of the following reasons as classified by the Company: death, Disability, facility closure, health reasons, reduction in force, sale of facility and Retirement. A Participant whose employment terminates during the Award Year for any other reason will be ineligible for a Bonus Award.

Funding, Allocation and Individual Bonus Awards

Financial Performance - No later than 90 days following the beginning of each Award Year, the Compensation Committee will establish an annual funding schedule for each Business Group substantially in the form of Exhibit B, which will consist of the Financial Funding Curves performance levels for threshold, target and maximum funding of the financial target weighting portion of the Plan. The Financial Funding Curves performance measures may be based on the Business Group's RONA, Funds From Operations, or other objective business measure established by the Compensation Committee. The factors considered by the Compensation Committee in setting the required Financial Funding Curves performance levels may include, without limitation, dividend requirements, interest, cost of equity capital, and relative performance compared to appropriate peer groups.

Performance Scorecard Metrics - No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the Performance Scorecard Funding Curves to be used to measure the “Below,” “Achieves” and “Exceeds” performance of each Business Group during an Award Year for the performance scorecard weighting portion of the Plan. The performance scorecard metrics will include auditable metrics, such as relative competitive performance, cash generation and strategic initiatives.

Funding Multiples - No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the Funding Multiple that will be applied for each performance level on the RONA Funding Curve and the Performance Scorecard Funding Curves. For example, the Funding Multiples for an Award Year may be represented in a schedule as follows:

Business Group Funding Amount - The total funding amount for Bonus Awards for each Award Year will be calculated separately for each Business Group at the end of each Award Year partly based on the RONA achieved by the Business Group at the end of the Award Year multiplied by the appropriate Funding Multiple approved for the Financial Funding Curve and partly based on the assessment of the performance of the Business Group against its performance scorecard metrics for the Award Year, multiplied by the appropriate Funding Multiple approved for the Performance Scorecard Funding Curves. The performance of the Business Group against its performance scorecard metrics will be determined by the Chief Executive Officer of the Company and other designated members of Senior Management. No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the weighting for the RONA factor and the performance scorecard factor that will be used in calculating the funding amount. The total funding amount for the Business Group will be the Business Group Funding Amount multiplied by the aggregate target bonus amounts of all Participants in the Business Group. See Exhibit B for an example of the calculation.

Corporate Group Funding Amount -The total funding amount for Bonus Awards for each Award Year will be calculated for the Corporate Group at the end of each Award year by determining the aggregate of the funding amount for each Business Group that represents the amount of the Corporate Group Bonus Awards allocated to the Business Group as part of the financial calculation multiplied by the appropriate Funding Multiple, plus the aggregate of the funding amounts earned by Weyerhaeuser Real Estate Company (“WRECO”) and its subsidiaries under the WRECO Annual Incentive Plan that represents the portion of the funding amount of the Staff Group Bonus Awards allocated to each of WRECO and its subsidiaries as part of the award determination multiplied by the aggregate WRECO funding multiple.

Allocation of Total Corporate Group Funding Amount  - The total Corporate Group funding amount for the Award Year will be allocated among the Organizations within the Corporate Group based on the ratio that the aggregate of the target bonus amounts of the Participants who are members of each such Organization multiplied by the Funding Multiple has to the total Corporate Group funding.

Funding Amounts for Certain Executive Officers  - Bonus Awards for the CEO will be based partly on RONA results of the total Company and partly based on performance against performance scorecard metrics approved by the Compensation Committee. Bonus Awards for any executive officer to whom other executive officers report or who does not have either a Business Group or Corporate Group Organization reporting directly to him or her will be determined based on the weighted average of the separate Business Group Funding Amounts of the Business Groups that report indirectly to him or her as determined by the Compensation Committee. No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the factors that will be used in calculating the funding amounts for the CEO and such other executive officer.

Change of Business Group or Organization  - Any Participant who transferred from one Business Group or Organization to another Business Group or Organization during the Award Year will be included in the Business Group or Organization to which the Participant is assigned as of the December 31 of the Award Year, except as approved by the Plan Administrator.

Individual Bonus Awards  - Each senior officer of each Business Group or Organization will recommend a Bonus Award, if any, for each Participant in the Business Group or Organization; provided that recommendations for Bonus Awards for Embedded Staff will be determined by the senior officer in the respective corporate function Organization in consultation with the senior officer in the respective Business Group of the Embedded Staff Employee. The maximum Bonus Award that may be recommended for any Participant with respect to the Award year is three times the Participant's target bonus amount. In addition, the sum of the recommended individual Bonus Awards within the Business Group or Organization may not exceed the Business Group or Organization's allocated funding amount. The Participant's recommended Bonus Award may be based on the individual performance, plant or department performance, or other relevant factors determined by the senior officer in his or her sole discretion.

Approval of Awards

The Compensation Committee will approve all Bonus Awards for each executive officer and the funding amount for each Business Group and Organization. In approving any Bonus Award, the Compensation Committee reserves the right to increase or decrease the recommended Bonus Award for performance or any other reason.

Timing of payments and approvals

Payments of Bonus Awards will be made as soon as administratively reasonable after the last day of each Award Year, but in no event later than the immediately next March 15. Some Participants may be eligible to defer Bonus Award payments. The availability and terms and conditions of any such deferral are determined by the Weyerhaeuser Company Comprehensive Incentive Compensation Plan.

All payments of Bonus Awards will be made in cash and subject to appropriate tax and other required withholding and reporting. Bonus Award payments will be managed, processed and tracked by the Corporate Compensation Department.

Right to amend or terminate

Weyerhaeuser Company reserves the right to amend or terminate the Plan at any time without prior notice to any Participant.

Continuation rights

No Participant or his or her legal representatives, beneficiaries or heirs will have any right or interest in the Plan or in its continuance, or in the Participant's continued participation in the Plan.

Plan administration

Except to the extent expressly provided herein, administration of the Plan is the responsibility of the Senior Vice President, Human Resources of Weyerhaeuser Company. To the extent necessary to carry out such administration, the Senior Vice President, Human Resources of Weyerhaeuser Company has the power and authority to construe and interpret the provisions of the Plan, and to adopt, amend and rescind Plan rules.

Miscellaneous

The Plan will constitute a “Participating Plan” under the Weyerhaeuser Company Comprehensive Incentive Compensation Plan, and, accordingly, any Bonus Award payments will be treated as an award under the Weyerhaeuser Company Comprehensive Incentive Compensation Plan. Moreover, Bonus Award payments will be treated as compensation for purposes of other benefits maintained by the Company only to the extent provided under the terms of the governing documents for such other benefits.

Nothing in the Plan will be construed to limit the right of the Company to establish, alter or terminate any other forms of incentives or other compensation or benefits.

The existence of the Plan does not extend to any Participant a right to continued employment with the Company.

Any Bonus Award paid under the Plan is an unfunded obligation of the Company. The Company is not required to segregate any monies from its general funds, to create any trust or to make any special deposits with respect to this obligation. The creation or maintenance of any account with the Company's general funds with respect to the Plan shall not create or constitute a trust or create any vested interest in any Participant or his or her beneficiary or creditors in any assets of the Company. No right or interest conferred on any Participant pursuant to the Plan shall be assignable or transferable, either by voluntary or involuntary act or by operation of law.

Regardless of the location of any Participant or Employee, the Plan will be governed by the laws of the State of Washington, other than its conflict of laws principles.

Exhibit 10.2 Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Stock Option Terms and Conditions

WEYERHAEUSER COMPANY

2013 LONG-TERM INCENTIVE PLAN

STOCK OPTION AWARD

TERMS AND CONDITIONS

Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and these Stock Option Award Terms and Conditions, Weyerhaeuser Company has granted you an Option under its 2013 Long-Term Incentive Plan (the “Plan”) to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the “Shares”) at the exercise price indicated in your Grant Notice (the “Grant”). The Grant was made as of the date of the Compensation Committee action authorizing the Grant (the “Grant Date”). You may decline this Grant by notifying sharon.dusek@weyerhaeuser.com within one month of the Grant Date. In the event you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms not explicitly defined in this document but defined in the Plan have the definitions given to such terms in the Plan. The Option is granted to you as a participant in the Plan and is subject to the terms and conditions set out in the Plan. In addition, the Option has the following terms and conditions:

1.      Vesting. Subject to the provisions of Section 3, the Option will vest and become exercisable over a period of four years. No part of the Option will be exercisable until the one-year anniversary of the Grant Date. On the one-year anniversary of the Grant Date, 25% of the Option will vest and become exercisable, with an additional 25% of the Option vesting and becoming exercisable on each of the second, third and fourth anniversaries of the Grant Date, respectively. As of the fourth anniversary of the Grant Date, 100% of the Option will be vested and exercisable.

2.      Term. The Options will expire on the date specified in your Grant Notice, which is the tenth anniversary of the Grant Date. Following that date, you will no longer be able to exercise the Option. In addition, as set forth in Section 3, the Option may terminate earlier than the tenth anniversary of the Grant Date if your employment with the Company and all Related Companies ceases for any reason. Transfer of employment between or among the Company and its subsidiaries is not considered termination of employment. Options that are not vested before their expiration date are forfeited and without value.

3.      Termination of Employment; Death; Disability; Change in Control. In the event of your termination of employment, death or Disability or a Change in Control, the following vesting and expiration dates will apply.

(a)      Termination of Employment at Age 62. If you terminate employment at age 62 or older and if clause (ii) in the first paragraph of Section 3(g) is not applicable, your Option will vest and become exercisable according to the following schedule:

i.      If your retirement occurs on or after the one-year anniversary of the Grant Date, your Option will continue to vest according to the vesting schedule described in Section 1 above and you will be able to exercise any portion of your Option that has vested for the remaining term of the grant, up to a maximum of 10 years as provided in Section 2.

ii.      If your retirement occurs before the one-year anniversary of the Grant Date, the number of Shares for which the Option may be exercised will be pro-rated based on the number of months worked after the Grant Date. The number will be calculated by multiplying the number of shares in your Grant Notice by a fraction the numerator of which is the number of months worked after the Grant Date and the denominator of which is 12. The remaining portion of the Option will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Option. The pro-rated portion of the Option will continue to vest according to the vesting schedule described in Section 1 above and you will be able to exercise any portion of your Option that has vested for the remaining term of the grant, up to a maximum of 10 years as provided in Section 2.

(b)      Termination of Employment Due to Job Elimination. If your employment is involuntarily terminated due to the elimination of your position with the Company or any Related Company and if clause (ii) in the first paragraph of Section 3(g) is not applicable, your Option will continue to vest for one year following your termination. The remaining unvested portion of your Option as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Option. You will be able to exercise the vested portion of your Option within a maximum of three years from the date of termination, or during the remaining term of the grant if that is a shorter period of time.

(c)      Termination of Employment for Other Reasons. If your employment is terminated before your Option fully vests under Section 1 and none of the other provisions under Section 3 apply, any portion of your Option that is not vested under Section 1 on the date of your termination is immediately forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Option. You will be able to exercise any portion of your Option that has vested as of the date of your termination for a maximum of 90 days from the date of termination, or during the remaining term of the grant if that is a shorter period of time.

(d)      Termination of Employment for Cause. If your employment is terminated for Cause, then, notwithstanding anything to the contrary herein, including, but not limited to, Section 3(a), both the vested and nonvested portions of the Option will automatically expire at the time the Company or Related Company first notifies you of your termination for Cause, unless the Committee determines otherwise. If your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, all your rights under the Option, including the right to exercise any vested portion of the Option, likewise will be suspended during the period of investigation. In no event will such a suspension extend the remaining term of the grant, even if it is ultimately determined that you will not be terminated for Cause. If any facts that would constitute termination for Cause are discovered after your Termination of Service, any Option you then hold may be immediately terminated by the Committee.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; or (iii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or any Related Company.

(e)      Termination as a result of death of the Participant. During your lifetime, this Option may be exercised only by you. If you die while actively employed, your Option is automatically 100% vested and your beneficiary or, if there is no named beneficiary, your personal representative may exercise the Option at any time or from time to time within a maximum of three years after your date of death, or during the remaining term of the grant if that is a shorter period of time.

(f)      Termination of Employment due to Disability . If your employment is terminated as a result of Disability while actively employed, your Option is automatically 100% vested. You will be able to exercise the Option within a maximum of three years from the date of termination, or during the remaining term of the grant if that is a shorter period of time.

As defined by the Company's Retirement Plan for Salaried Employees, “Disability” means “a medical condition in which a Participant is either entitled to total and permanent disability benefits under the Social Security Act or judged to be totally and permanently disabled by the Administrative Committee or any person or committee delegated by the Administrative Committee to make such determinations.”

The Option must be exercised within three months after termination of employment for reasons other than death or Disability and one year after termination of employment due to Disability to qualify for the beneficial tax treatment afforded Incentive Stock Options.

It is your responsibility to be aware of the date the Option terminates.

(g)      Change in Control . In the event of a Change in Control, your Option will immediately become 100% exercisable and remain exercisable for the remaining term of the grant, up to a maximum of 10 years, but only if either: (i) the Option is not assumed, converted or replaced by the successor entity to the Company or (ii) within 24 full calendar months following the effective date of the Change in Control, your employment is either involuntarily terminated by the Company (which term includes, for purposes of this Section 3(g), any Related Company and any successor entity) other than for Cause (as defined above in Section 3(d)) or voluntarily terminated by you for Good Reason.

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i.      a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii.      within two years following a Change in Control, the Company's requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from the Company's headquarters immediately prior to a Change in Control, except for required travel on the Company's business to an extent substantially consistent with your business obligations as of the Grant Date;

iii.      a material reduction by the Company of your base salary as in effect immediately prior to the Change in Control;

iv.      a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v.      a material reduction in your level of participation, including your target-level opportunities, in any of the Company's short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more); or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the Company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason, and (B) the Company fails to correct the event so identified in all material respects within 30 days after receipt of such notice.

4.      Securities Law Compliance. Notwithstanding any other provision of this grant, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act or if the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in compliance with such laws and regulations.

5.      Incentive Stock Option Qualification. If your Option is designated as an Incentive Stock Option in your Grant Notice, all or a portion of the Option is intended to qualify as an Incentive Stock Option under federal income tax law. However, the Company does not represent or guarantee that the Option qualifies as such.

If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market Value (determined as of the Grant Date ) of the shares of Common Stock subject to the portions of the Option and all other Incentive Stock Options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a Nonqualified Stock Option, unless the Internal Revenue Service changes the rules and regulations governing the $100,000 limit for Incentive Stock Options. In addition, a portion of the Option may be treated as a Nonqualified Stock Option if certain events cause exercisability of the Option to accelerate.

6.      Notice of Disqualifying Disposition. To the extent the Option has been designated as an Incentive Stock Option, to obtain certain tax benefits afforded to Incentive Stock Options, you must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and one year after the date of exercise. If shares of stock obtained upon exercise of an Incentive Stock Option are tendered to pay the exercise price for another option less than one year after the exercise date of the Incentive Stock

Option, the tender will be considered a disqualifying disposition. You may be subject to the alternative minimum tax at the time of exercise. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares. By accepting an Option designated as an Incentive Stock Option, you agree to promptly notify the Company if you dispose of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the Grant Date.

7.      Method of Exercise. You may exercise the Option by giving notice to the Company or a brokerage firm designated or approved by the Company, in form and substance satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make this payment in any combination of the following: (a) by cash; (b) by check acceptable to the Company; (c) by tendering (either actually or by attestation) shares of Common Stock you have owned for at least six months (if such holding period is necessary to avoid a charge to the Company's earnings); (d) to the extent permitted by law, by instructing a broker to deliver to the Company the total payment required in accordance with procedures established by the Company; or (e) by any other method permitted by the Committee.

8.      Withholding Taxes. As a condition to the exercise of any portion of an Option, you must make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise.

9.      Option Not an Employment or Service Contract. Nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without Cause.

10.      No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within three years of the Termination of Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your Termination of Service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

11.      Binding Effect. The terms and conditions of this grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your beneficiaries, heirs, executors, administrators, successors and assigns.

12.      Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. (a) The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. (b) The grant of the Option is a one-time benefit that does not create any contractual or other right to receive future grants of options, or benefits in lieu of options. (c) All determinations with respect to any such future grants, including, but not limited to, the times when options will be granted, the number of shares subject to each option, the option price, and the time or times when each option will be exercisable, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Option is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (g) The vesting of the Option ceases upon your Termination of Service for any reason except as may otherwise be explicitly provided in the Plan, the terms and

conditions of this grant, or otherwise permitted by the Committee. (h) The future value of the Shares underlying the Option is unknown and cannot be predicted with certainty. (i) If the Shares underlying the Option do not increase in value, the Option will have no value.

13.      Employee Data Privacy. By receiving this award, you: (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Option and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.

14.      Section 409A. The Option is intended to be exempt from the requirements of section 409A of the U.S. Internal Revenue Code (“Section 409A”) and shall be interpreted, operated and administered in a manner consistent with such intention. To the extent that the Company determines that the Option is subject to Section 409A and fails to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to unilaterally amend, restructure, terminate or replace the Option in order to cause the Option to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.

Exhibit 10.3 Form of Weyerhaeuser Company 2013 Long-Term Incentive Restricted Stock Units Terms and Conditions

WEYERHAEUSER COMPANY

2013 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

TERMS AND CONDITIONS

Pursuant to your Grant Notice (the “Grant Notice”) and these Restricted Stock Unit Award Terms and Conditions, Weyerhaeuser Company has granted you under its 2013 Long-Term Incentive Plan (the “Plan”) the number of restricted stock unit awards (“Awards”) indicated in your Grant Notice at the market value indicated in your Grant Notice (the “Grant”). The Grant was made as of the date of the Compensation Committee action authorizing the Grant (the “Grant Date”). You may decline this Grant by notifying sharon.dusek@weyerhaeuser.com within one month of the Grant Date. In the event you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms not explicitly defined in this document but defined in the Plan have the definitions given to such terms in the Plan. Awards represent the Company's unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date, subject to the terms of this document and the Plan. You have no rights under the Awards other than the rights of a general unsecured creditor of the Company. In addition, the Awards have the following terms and conditions:

1.      Vesting . Subject to the provisions of Section 3, the following vesting schedule will apply to the Awards. The Awards will vest over a period of four years. No part of the Awards will vest until the one-year anniversary of the Grant Date. On the one-year anniversary of the Grant Date, 25% of the Awards will vest, with an additional 25% of the Awards vesting on each of the second, third and fourth anniversaries of the Grant Date, respectively. As of the fourth anniversary of the Grant Date, 100% of the Awards will be vested.

Awards that have not vested in accordance with the preceding paragraph are subject to forfeiture as described in Section 3.

2.      Conversion of Awards and Issuance of Shares. Upon each vesting of Awards pursuant to Section 1, one share of Company Common Stock shall be issued for each Award that vests on such date (the “Shares”), subject to the terms of the Plan and this document. Thereafter, the Company will subtract from the vested Shares the whole number of Shares necessary to satisfy any required Tax Withholding Obligations as described in Section 9 hereof, and transfer the balance of the vested Shares to you. No fractional shares of Common Stock shall be issued under this Grant. Notwithstanding anything to the contrary, the delivery of vested Shares shall occur as soon as practicable after the vesting date specified in Section 1, but in all events by a date which is within 30 days following such date.

3.      Termination of Employment; Death; Disability; Change in Control. In the event of your termination of employment, death or Disability or a Change in Control while Awards are outstanding, the following vesting and payment provisions will apply. Within 30 days following each applicable release date specified below, one Share will be issued for each Award that is scheduled for release on such date, subject to the terms of the Plan and this document, and subject to any Tax Withholding Obligations as described in Section 9 hereof.

(a)      Termination of Employment at Age 62. If you terminate employment at age 62 or older (such termination being referred to herein as “retirement”) and if clause (ii) in the first paragraph of Section 3(f) is not applicable, your Awards will vest and be released according to the following schedule:

i.      If your retirement occurs on or after the one-year anniversary of the Grant Date, your Awards will continue to vest and be released as provided in Sections 1 and 2 above.

ii.      If your retirement occurs before the one-year anniversary of the Grant Date, the number of Awards will be pro-rated based on the number of months worked after the Grant Date. The number of Awards will be calculated by multiplying the original number of Awards indicated in the Grant Notice by a fraction the numerator of which is the number of months worked after the Grant Date and the denominator of which is 12. The remaining Awards will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards. The pro-rated Awards will continue to vest according to the vesting schedule described in Section 1 above and be released as provided in Section 2 above.

(b)      Termination of Employment Due to Job Elimination. If your employment is involuntarily terminated due to the elimination of your position with the Company or any Related Company and if clause (ii) in the first paragraph of Section 3(f) is not applicable, your Awards will continue to vest for one year following your termination and your vested Awards will be released as provided in Section 2 above. The remaining unvested portion of your Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.

(c)      Termination of Employment for Other Reasons. If your employment is terminated before your Awards fully vest under Section 1 and none of the other provisions under Section 3 apply, any Awards that are not vested under Section 1 on the date of your termination are immediately forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.

(d)      Termination of Employment for Cause. If your employment is terminated for Cause, then notwithstanding anything to the contrary herein, including, but not limited to, Section 3(a), any outstanding Awards will be immediately forfeited at the time the Company or Related Company first notifies you of your termination for Cause. In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, payment of all outstanding Awards may be suspended during such period of investigation, but only to the extent permissible under Section 409A of the U.S. Internal Revenue Code (“Section 409A”) if applicable. If, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, all outstanding Awards shall be immediately forfeited and you shall be required to promptly repay to the Company any Shares relating to such Awards that were previously paid to you during the period of investigation. If any facts that would constitute termination for Cause are discovered after your termination of service, any outstanding Awards may be immediately terminated by the Committee.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; or (iii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or any Related Company.

(e)      Death or Disability. In the event of your death or Disability while actively employed, you will receive 100% of your Awards. Subject to Section 15, all Awards not already released pursuant to Section 2 above will be released as of the date of your death or Disability. In the event of your death, payment will be made to your estate.

As defined by the Company's Retirement Plan for Salaried Employees, “Disability” means “a medical condition in which a Participant is either entitled to total and permanent disability benefits under the Social Security Act or judged to be totally and permanently disabled by the Administrative Committee or any person or committee delegated by the Administrative Committee to make such determinations.”

(f)      Change in Control . In the event of a Change in Control, your Awards will vest over the period set forth in Section 1 and be released at the time set forth in Section 2, subject to the provisions of Section 3, provided, however, that, subject to Section 15: (i) your then outstanding Awards will immediately fully vest and be released as of the date of the Change in Control in the event that the Awards are not assumed, converted or replaced by the successor entity to the Company, and (ii) your Awards will immediately fully vest and be released as of the date of your separation from service, provided that such separation from service occurs within 24 full calendar months following the effective date of the Change in Control and is either an involuntary separation by the Company (which term includes, for purposes of this Section 3(f), any Related Company and any successor entity) other than for Cause (as defined above in Section 3(d)) or a voluntary separation by you for Good Reason.

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i.      a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii.    within two years following a Change in Control, the Company's requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from the Company's headquarters immediately prior to a Change in Control, except for required travel on the Company's business to an extent substantially consistent with your business obligations as of the Grant Date;

iii.    a material reduction by the Company of your base salary as in effect immediately prior to the Change in Control;

iv.    a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v.    a material reduction in your level of participation, including your target-level opportunities, in any of the Company's short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more); or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with

the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the Company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason, and (B) the Company fails to correct the event so identified in all material respects within 30 days after receipt of such notice.

4.      Dividends. Except as otherwise specifically provided in this document, you will not be entitled to any rights of a shareholder with respect to any outstanding Awards. Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time period when Awards are outstanding, you will be credited with additional amounts for each Award equal to the dividend that would have been paid with respect to such Award if it had been an actual share of Common Stock, which amount shall remain subject to restrictions (and as determined by the Administrator may be reinvested in Awards) and shall vest and be paid concurrently with the vesting and payment of the Awards upon which such dividend equivalent amounts were paid.

5.      No Rights as Shareholder until Vesting and Issuance of Shares. You will not have any voting or any other rights as a shareholder of the Common Stock with respect to the outstanding Awards. Upon vesting of the Awards and issuance of shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.

6.      Securities Law Compliance. Notwithstanding any other provision of this award document, you may not sell the Shares acquired upon vesting and issuance of the Awards unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares and you may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

7.      Non-Transferability of Awards. Notwithstanding any other provision of this award document, you may not sell, pledge, assign, hypothecate, transfer or dispose of your Awards in any manner prior to the distribution to you of shares of Company common stock in respect of such Awards. Awards shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, pursuant to Section 3(e), Shares may be issued to your estate in the event of your death.

8.      Independent Tax Advice. Determining the actual tax consequences of receiving or disposing of the Awards and Shares may be complicated. These tax consequences will depend, in part, on your specific situation and also may depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving or disposing of Awards and Shares. You are encouraged to consult with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt, vesting or disposition of the Awards or Shares in light of your specific situation.

9.      Taxes and Withholding. You are ultimately liable and responsible for all taxes owed in connection with the Awards, including federal, state, local, FICA, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Awards. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the Grant or vesting of the Awards or the subsequent sale of Shares issuable pursuant to the Awards. The Company does not commit and is under no obligation to structure the Awards to reduce or eliminate your tax liability.

When an event occurs in connection with the Awards (e.g., vesting) that the company determines results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), to the extent required by law, and to the extent permitted by Section 409A if applicable, the Company may retain without notice from Shares issuable under the Awards or from salary or other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your Tax Withholding Obligation.

The Company may refuse to issue any Shares to you until your Tax Withholding Obligation is satisfied. In accordance with the Plan, an extended delay in satisfying your Tax Withholding Obligation may cause a forfeiture of the Shares.

10.      Grant Not an Employment or Service Contract . Nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without cause.

11.      No Right to Damages . You will have no right to bring a claim or to receive damages if any portion of the Grant is forfeited. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your termination of service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

12.      Binding Effect . The terms and conditions of this Grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

13.      Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation . (a) The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. (b) The Grant is a one-time benefit that does not create any contractual or other right to receive future grants of Awards. (c) All determinations with respect to any such future grants, including, but not limited to, the times when grants will be made, the number of Awards subject to each grant, the grant price, and the time or times when each grant will be exercisable, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Grant is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (g) Except as may otherwise be explicitly provided in the terms and conditions of this grant, the vesting of the Grant ceases upon your termination of employment for any reason and any unvested Awards will be forfeited. (h) The future value of the Shares underlying the Grant is unknown and cannot be predicted with certainty.

14.      Employee Data Privacy . By receiving this Grant, you: (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Award and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.

15.      Compliance with Section 409A . To the extent that the Company determines that the Awards are subject to Section 409A, these Terms and Conditions will be interpreted and administered in such a way as to comply with the applicable provisions of Section 409A to the maximum extent possible. In addition, if the Awards are subject to Section 409A: (i) no payment will be made on account of your Disability pursuant to Section 3(e) unless such Disability qualifies as a “disability” for purposes of Treas. Reg. § 1.409A-3(i)(4) (or successor provisions), (ii) no payment will be made on account of a Change in Control pursuant to clause (i) in the first paragraph of Section 3(f) unless such Change in Control qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5) (or successor provisions) and such payment is permissible under Section 409A, (iii) a “separation from service” for purposes of these Terms and Conditions will mean a “separation from service” as defined in Treas. Reg. § 1.409A-1(h) (or successor provisions), and (iv) if you must be treated as a “specified employee” within the meaning of Section 409A, any payments made on account of your separation from service will be made at the time specified above in these Terms and Conditions or, if later, on the date that is six months and one day following the date of your separation from service. To the extent that the Company determines that the Awards are subject to Section 409A and fail to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to amend, restructure, terminate or replace the Awards in order to cause the Awards to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.

Exhibit 10.4 Form of Weyerhaeuser Company 2013 Long-Term Incentive Plan Performance Share Units Terms and Conditions

WEYERHAEUSER COMPANY

2013 LONG-TERM INCENTIVE PLAN

PERFORMANCE SHARE AWARD

TERMS AND CONDITIONS

Pursuant to your Grant Notice (the “Grant Notice”) and these Performance Plan Award Terms and Conditions, Weyerhaeuser Company has granted you under its 2013 Long-Term Incentive Plan (the “Plan”) the number of Performance Plan Awards (“Awards”) indicated in your Grant Notice at the market value indicated in your Grant Notice (the “Grant”). The Grant was made as of the date of the Compensation Committee action authorizing the Grant (the “Grant Date”). You may decline this Grant by notifying sharon.dusek@weyerhaeuser.com within one month of the Grant Date. In the event you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms not explicitly defined in this document but defined in the Plan have the definitions given to such terms in the Plan. Awards represent the Company's unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date based upon satisfaction of certain performance criteria, subject to the terms of this document and the Plan. You have no rights under the Awards other than the rights of a general unsecured creditor of the Company. In addition, the Awards have the following terms and conditions:

1.      Vesting . You can earn the Awards based on the Company's performance in achieving business targets over the two-year performance period. The performance period begins on January 1 of the year the Awards are granted and ends on December 31 of the following year. In the first year, achievement will be measured based on one-year cash flow goals. The initial number of shares earned at the end of the first year will be based on achievement against the cash flow goals and will be increased or decreased as much as 20% based on the Company's relative total shareholder return over the two-year performance period compared to the S&P 500 Index. The maximum number of shares that can be earned under this Award is 150% of target.

Subject to the provisions of Section 3, the following vesting schedule will apply to the Awards earned in accordance with the schedule above (the “earned Awards”): The earned Awards will vest over a period of four years. No part of the earned Awards will vest until the two-year anniversary of the Grant Date. On the two-year anniversary of the Grant Date, 50% of the earned Awards will vest, with an additional 25% of the earned Awards vesting on each of the third and fourth anniversaries of the Grant Date, respectively. As of the fourth anniversary of the Grant Date, 100% of the earned Awards will be vested.

2.      Conversion of Awards and Issuance of Shares. Upon each vesting of Awards pursuant to Section 1, one share of Company Common Stock shall be issued for each earned Award that vests on such date (the “Shares”), subject to the terms of the Plan and this document. Thereafter, the Company will subtract from the vested Shares the whole number of Shares necessary to satisfy any required Tax Withholding Obligations as described in Section 9 hereof, and transfer the balance of the vested Shares to you. No fractional shares of Common Stock shall be issued under this Grant. Notwithstanding anything to the contrary, the delivery of vested Shares shall occur as soon as practicable after the vesting date specified in Section 1, but in all events by a date which is within 30 days following such date.

3.      Termination of Employment; Death; Disability; Change in Control. In the event of your termination of employment, death or Disability or a Change in Control while Awards are outstanding, the following vesting and payment provisions will apply. Within 30 days following each applicable release date specified below, one share of Company Common Stock will be issued for each earned Award that is scheduled for release on such date, subject to the terms of the Plan and this document, and subject to any Tax Withholding Obligations as described in Section 9 hereof.

(a)      Termination of Employment at Age 62. If you terminate employment at age 62 or older (such termination being referred to herein as “retirement”), and if clause (ii) in the second paragraph of Section 3(f) is not applicable, you will be entitled to receive all or a portion of your earned Awards as set forth below, to be released on the same dates as provided for in Sections 1 and 2. Specifically, the Awards will be released according to the following schedule:

i.      If your retirement occurs on or after the one-year anniversary of the Grant Date, you will receive 100% of the Awards actually earned as of the end of the two-year performance period. The Awards will vest and be released as provided in Sections 1 and 2 above.

ii.      If retirement occurs before the one-year anniversary of the Grant Date, the number of Awards will be pro-rated based on the number of months worked after the Grant Date. The number of Awards will be calculated by multiplying the actual number of Awards earned as of the end of the two-year performance period by a fraction the numerator of which is the number of months worked after the Grant Date and the denominator of which is 12. The remaining Awards will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards. The pro-rated Awards will continue to vest according to the vesting schedule described in Section 1 above and be released as provided in Section 2 above.

(b)      Termination of Employment Due to Job Elimination. If your employment is involuntarily terminated due to the elimination of your position with the Company or any Related Company and if clause (ii) in the second paragraph of Section 3(f) is not applicable, your Awards will continue to vest for one year following your termination and your earned and vested Awards will be released as provided in Section 2 above. The remaining unvested portion of your Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.

(c)      Termination of Employment for Other Reasons. If your employment is terminated before your Awards fully vest under Section 1 and none of the other provisions under Section 3 apply, any Awards that are not vested under Section 1 on the date of your termination are immediately forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.

(d)      Termination of Employment for Cause. If your employment is terminated for Cause, then notwithstanding anything to the contrary herein, including, but not limited to, Section 3(a), any outstanding Awards will be immediately forfeited at the time the Company or Related Company first notifies you of your termination for Cause. In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, payment of all outstanding Awards may be suspended during such period of investigation to the extent permissible under Section 409A of the U.S. Internal Revenue Code (“Section 409A”). If, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, all outstanding Awards shall be immediately forfeited and you shall be required to promptly repay to the Company any Shares relating to such Awards that were previously paid to you during the period of investigation. If any facts that would constitute termination for Cause are discovered after your termination of service, any outstanding Awards may be immediately terminated by the Committee.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; or (iii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or any Related Company.

(e)      Death or Disability. In the event of your death or Disability while actively employed, you will receive 100% of your Awards actually earned as of the end of the two-year performance period, determined pursuant to Section 1. If your death or Disability occurs before the second anniversary of the Grant Date, all such earned Awards will be released on the second anniversary of the Grant Date. If your death or Disability occurs on or after the second anniversary of the Grant Date, any remaining earned Awards not already released pursuant to Section 2 will be released as of the date of your death or Disability. In the event of your death, payment will be made to your estate.

As defined by the Company's Retirement Plan for Salaried Employees, “Disability” means “a medical condition in which a Participant is either entitled to total and permanent disability benefits under the Social Security Act or judged to be totally and permanently disabled by the Administrative Committee or any person or committee delegated by the Administrative Committee to make such determinations”, provided, that only a condition which qualifies as a “disability” for purposes of Treas. Reg. § 1.409A-3(i)(4) (or any successor provision) will constitute a Disability for purposes of these Terms and Conditions.

(f)      Change in Control. In the event a Change in Control occurs before the end of the performance period specified in Section 1, the target performance level will be deemed to have been achieved and you will be deemed to have earned 100% of your Awards.

Following a Change in Control, your earned Awards will vest over the period set forth in Section 1 and be released at the time set forth in Section 2, subject to the provisions of Section 3, provided, however, that: (i) your then outstanding earned Awards will immediately fully vest as of the effective date of the Change in Control in the event that the Awards are not assumed, converted or replaced by the successor entity to the Company, and, to the extent permissible under Section 409A, will be released as of such date if such Change in Control qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5) (or successor provisions) and (ii) your earned Awards will immediately fully vest and be released, subject to Section 15, as of the date of your separation from service (as defined in Treas. Reg. § 1.409A-1(h) (or successor provisions)), provided that such separation from service occurs within 24 full calendar months following the effective date of the Change in Control, and is either an involuntary separation by the Company (which term includes, for purposes of this Section 3(f), any Related Company and any successor entity) other than for Cause (as defined above in Section 3(d)) or a voluntary separation by you for Good Reason.

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i.      a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii.      within two years following a Change in Control, the Company's requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from the Company's headquarters immediately prior to a Change in Control, except for required travel on the Company's business to an extent substantially consistent with your business obligations as of the Grant Date;

iii.      a material reduction by the Company of your base salary as in effect immediately prior to the Change in Control;

iv.      a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v.      a material reduction in your level of participation, including your target-level opportunities, in any of the Company's short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more); or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the Company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason, and (B) the Company fails to correct the event so identified in all material respects within 30 days after receipt of such notice.

4.      Dividends. Except as otherwise specifically provided in this document, you will not be entitled to any rights of a shareholder with respect to any outstanding Awards. Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time period when Awards are outstanding, you will be credited with additional amounts for each Award equal to the dividend that would have been paid with respect to such Award if it had been an actual share of Common Stock, which amount shall remain subject to restrictions (and as determined by the Administrator may be reinvested in Awards) and shall vest and be paid concurrently with the vesting and payment of the Awards upon which such dividend equivalent amounts were paid.

5.      No Rights as Shareholder until Vesting and Issuance of Shares. You will not have any voting or any other rights as a shareholder of the Common Stock with respect to the outstanding Awards. Upon vesting of the Awards and issuance of shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.

6.      Securities Law Compliance. Notwithstanding any other provision of this award document, you may not sell the Shares acquired upon vesting and issuance of the Awards unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares and you may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

7.      Non-Transferability of Awards. Notwithstanding any other provision of this award document, you may not sell, pledge, assign, hypothecate, transfer or dispose of your Awards in any manner prior to the distribution to you of shares of Company common stock in respect of such Awards. Awards shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, pursuant to Section 3(e), Shares may be issued to your estate in the event of your death.

8.      Independent Tax Advice. Determining the actual tax consequences of receiving or disposing of the Awards and Shares may be complicated. These tax consequences will depend, in part, on your specific situation and also may depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving or disposing of Awards and Shares. You are encouraged to consult with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt, vesting or disposition of the Awards or Shares in light of your specific situation.

9.      Taxes and Withholding. You are ultimately liable and responsible for all taxes owed in connection with the Awards, including federal, state, local, FICA, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Awards. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the Grant or vesting of the Awards or the subsequent sale of Shares issuable pursuant to the Awards. The Company does not commit and is under no obligation to structure the Awards to reduce or eliminate your tax liability.

When an event occurs in connection with the Awards (e.g., vesting) that the Company determines results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), to the extent required by law, and to the extent permitted by Section 409A, the Company may retain without notice from Shares issuable under the Awards or from salary or other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your Tax Withholding Obligation.

The Company may refuse to issue any Shares to you until your Tax Withholding Obligation is satisfied. In accordance with the Plan, an extended delay in satisfying your Tax Withholding Obligation may cause a forfeiture of the Shares.

10.      Grant Not an Employment or Service Contract . Nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without cause.

11.      No Right to Damages . You will have no right to bring a claim or to receive damages if any portion of the Grant is forfeited. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your termination of service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

12.      Binding Effect . The terms and conditions of this Grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

13.      Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation . (a) The Plan is discretionary in nature and may be suspended or terminated by the Company at any time. (b) The Grant is a one-time benefit that does not create any contractual or other right to receive future grants of Awards. (c) All determinations with respect to any such future grants, including, but not limited to, the times when grants will be made, the number of Awards subject to each grant, the grant price, and the time or times when each grant will be exercisable, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Grant is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (g) Except as may otherwise be explicitly provided in the terms and conditions of this grant, the vesting of the Grant ceases upon your termination of employment for any reason and any unvested Awards will be forfeited. (h) The future value of the Shares underlying the Grant is unknown and cannot be predicted with certainty.

14.      Employee Data Privacy . By receiving this Grant, you: (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Award and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.

15.      Compliance with Section 409A . To the extent that the Company determines that the Awards are subject to Section 409A, these Terms and Conditions will be interpreted and administered in such a way as to comply with the applicable provisions of Section 409A to the maximum extent possible. In addition, if the Awards are subject to Section 409A and you must be treated as a “specified employee” within the meaning of Section 409A, any payments made on account of your separation from service for purposes of Section 409A will be made at the time specified above in these Terms and Conditions or, if later, on the date that is six months and one day following the date of your separation from service. To the extent that the Company determines that the Awards are subject to Section 409A and fail to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to amend, restructure, terminate or replace the Awards in order to cause the Awards to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.