Exhibit 10.1
POTLATCHDELTIC CORPORATION
ANNUAL INCENTIVE PLAN
Effective January 1, 2023
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POTLATCHDELTIC CORPORATION
ANNUAL INCENTIVE PLAN
Effective January 1, 2023
The purpose of the Plan is to motivate and reward eligible employees by making a portion of their cash compensation dependent on the achievement of certain performance goals related to the performance of the Company and the eligible employee.
provided, however, that the following acquisitions shall not be deemed to be covered by this paragraph (iii):
(1) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by the Company;
(2) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company; and
(3) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any corporation pursuant to
a transaction that complies with clauses (A), (B) and (C) of paragraph (i) of this definition; or
The Committee shall designate the Employees who will participate in the Plan for an Award Year, which may be by reference to Organization Unit or otherwise. A Participant who becomes subject to a Disability or dies during an Award Year shall be considered a Participant for the period during the Award Year the Participant was actively at work. A Participant who (a) is granted an authorized leave of absence during an Award Year shall be considered a Participant for the period of authorized leave of absence not exceeding six (6) months, or (b) retires during an Award Year shall be considered a Participant for the period during the Award Year the Participant was actively at work.
Awards shall be determined in accordance with Section 6 and announced to Participants by March 1 following the close of the Award Year and, unless deferred in accordance with the terms of the PotlatchDeltic Corporation Management Deferred Compensation Plan, shall be paid no later than March 15 following the close of the Award Year.
The Committee shall establish a Bonus Program for each Award Year. For each Bonus Program the Committee shall identify the performance goals to be applied for the Award Year, including any applicable weightings to be given in respect of multiple performance goals for each Participant or class of Participants. The Committee shall establish the method for computing the amount of the Award that may be payable to each Participant for such Bonus Program if the performance goals established for the Award Year are attained in whole or in part. Each Award shall be calculated by reference to the Participant’s Target Bonus, which shall be established by the Committee for the Award Year, unless otherwise determined by the Committee. Notwithstanding anything to the contrary contained herein, the Committee may establish in its discretion, a percentage by which individual Awards may be increased or decreased (including to zero) based upon factors, including but not limited to Company or individual performance, that the Committee may determine in its discretion. A Participant’s “Target Bonus” shall be an amount equal to a percentage of the Participant’s base salary, based on the position to which the Participant is assigned, as determined by the CEO or, for participating Officers and individuals who are subject to Section 16 of the Exchange Act, by the Committee. If a Participant does not qualify as a Participant for the entire period of an Award Year, the Target Bonus will be prorated to reflect the portion of the Award Year that the Employee was a Participant. If a Participant is in more than one bonus-eligible salary grade during an Award Year, the total Target Bonus in that Award Year will be the sum of the Target Bonuses applicable to each position in each Organization Unit.
The interest of any person in the Plan or in payments to be received pursuant to it shall not be subject to option or assignable either by voluntary or involuntary assignment or by operation of law, and any act in violation of this Section 8 shall be void.
The selection of an Employee as a Participant shall not confer any right on such Employee to receive an Award under the Plan or to continue in the employ of the Company or limit in any way the right of the Company to terminate such Participant’s employment at any time.
The Board of Directors may amend, suspend or terminate the Plan at any time; provided, however, that any amendment adopted or effective on or after July 1 in any Award Year which would adversely affect the calculation of a Participant’s Award or the Participant’s eligibility for an Award for such Award Year shall be applied prospectively from the date the amendment was adopted or effective, whichever is later. Notwithstanding the foregoing, no amendment adopted or termination of the Plan following the occurrence of a Change in Control shall be effective if it (a) would reduce a Participant’s Target Bonus for the Award Year in which the Change in Control occurs, (b) would reduce an Award earned and payable to a Participant in respect of the Award Year that ended immediately before the Award Year in which the Change in Control occurs, or (c) would modify the provisions of this sentence.
Notwithstanding the foregoing, the Vice President, Human Resources, of the Company shall have the power and authority to amend the Plan with respect to any amendment that (i) does not materially increase the cost of the Plan to the Company or (ii) is required to comply with new or changed legal requirements applicable to the Plan, including, but not limited to, Section 409A.
The Plan shall be binding upon the Company, its successors and assigns, and any parent corporation of the Company’s successors or assigns. Notwithstanding that the Plan may be binding upon a successor or assign by operation of law, the Company shall require any successor or assign to expressly assume and agree to be bound by the Plan in the same manner and to the same extent that the Company would be if no succession or assignment had taken place.
Notwithstanding any other provision of the Plan to the contrary, this Section 12 shall apply with respect to the determination of Awards and the payment of Awards following a Change in Control. In the event that the employment of a Participant terminates following a Change in Control, such Participant shall be guaranteed payment of a prorated Award for the Award Year in which the Change in Control occurs based on the Participant’s Target Bonus. A prorated Target Bonus shall be calculated by multiplying the Participant’s Target Bonus for the applicable Award Year by a fraction, the numerator of which is the number of full months in the Award Year completed at the effective time of the Change in Control, and the denominator of which is twelve (12). With respect to any Award earned but not yet paid in respect of the Award Year that ended immediately before the Award Year in which occurs a Change in Control that also is a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined under Section 409A (a “Section 409A Change in Control”), each Participant shall be guaranteed payment of his or her Award based on the performance results for the applicable Award Year. Awards paid pursuant to this Section 12 shall be paid in a lump sum in cash upon the earliest of (a) the time prescribed in Sections 5 and 7, and (b) the date of the Participant’s Separation from Service for any reason other than Cause following the Section 409A Change in Control. A Participant whose Separation from Service is due to Cause shall not be entitled to payment of any Award.
The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law. Employees irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington.
The Plan and payments hereunder are intended to be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) or otherwise. To the extent Section 409A is applicable to the Plan or any payments under the Plan, it is intended that the Plan and such payments comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered in a manner consistent with such intentions. If a Participant is a “specified employee,” within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan during the six (6)-month period immediately following the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i) of the Code, shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the
Participant’s death, the Beneficiary) in a lump sum on the first business day after the earlier of the date that is six (6) months following the Participant’s separation from service or the Participant’s death. Notwithstanding any other provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan so that any payment qualifies for exemption from or complies with Section 409A; provided, however, that the Committee makes no representations that payments under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to payments under the Plan.