EXHIBIT 10.13
November 1, 2001
Mr. Thomas Lindquist
[Address Omitted]
Fax [number omitted]
Dear Tom:
I am very pleased to offer you an important key management role with Plum Creek
Timber Company, Inc. (the "Company"). We hope you will find challenge and
satisfaction as a member of our senior executive team. This letter serves to
confirm the key terms of our employment offer to you:
POSITION: Executive Vice President - Real Estate/Strategic
Business Development
REPORTS TO: Rick Holley, President & Chief Executive Officer
START DATE: As soon as reasonably possible, but no later than
January 14, 2002.
ANNUAL BASE SALARY: Initial base salary of $275,000. Thereafter, your
base salary will be reviewed each January along with
other senior executives of the Company.
ANNUAL INCENTIVE: You will be eligible for a performance driven annual
incentive of up to 100% of your base salary. For 2001
or 2002, as the case may be, the incentive will be
prorated for time in the position.
LONG TERM INCENTIVE: On your start date, 35,000 stock options will be
granted under the terms of the Plum Creek Stock
Incentive Plan along with an equal number of Dividend
Equivalent Rights (DERs). In January 2003, you will
be eligible to receive an additional stock option
grant and DERs. Also, on your start date, you will be
granted 1,500 units under the 2000 Value Management
Plan (VMP) and this coming January, you would be
eligible for additional unit awards under the
Mr. Thomas Lindquist
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November 1, 2001
VMP (anticipated to be no less than 5,000), upon
Board approval following the annual January Board of
Directors meeting.
RESTRICTED STOCK GRANT: On your start date, you will receive a restricted
stock grant of 10,000 shares issued as of your start
date. Additionally, if and to the extent your current
employer does not pay you your 2001 bonus and
long-term incentive of $550,000, then the Company
will issue you additional restricted stock in an
amount necessary to compensate you for this
non-payment. In no event, however, will the value of
the total grant under this restricted stock grant
section exceed $550,000. These shares of restricted
stock will vest three years after your start date
with the Company. Dividends on these shares are
unrestricted and paid quarterly.
ADDITIONAL INCENTIVE: In consideration of your forfeiting stock options
with your current employer, at the conclusion of
three years of employment with the Company, Rick
Holley, in the exercise of his sole discretion, may
decide to issue you additional Company common stock
equal in value of up to $250,000 as a result of your
individual performance at the Company, provided that
you are still employed with the Company. In the event
that Rick Holley is no longer employed by the Company
as of such third anniversary, and you are employed by
the Company at that time, then you would receive
Company common stock equal to no less than $100,000
in value.
NOTICE: If you accept our offer, we acknowledge and accept
your desire not to disclose such acceptance for a
reasonable period of time, not to exceed thirty days
from the date of your acceptance. Following such
period of time, a press release, approved by you,
will be issued.
OTHER BENEFITS: Participation in the other corporate fringe benefits
including pension, 401(k), medical, dental,
disability, and life insurance is available to you.
Vacations, holiday, and benefits are established by
Company policy. Under the current policy, you will be
eligible for five weeks of vacation a year.
You will also be permitted to obtain a company car
($40,000 allowance toward purchase) for which the
Company will pay for insurance and operating costs.
The Company will also reimburse you for a membership
in an athletic or luncheon club and provide annual
tax preparation and financial consultations.
EXECUTIVE AGREEMENT: You will be covered by an executive agreement in a
form specified by the Company and agreed to by you
(the "Executive Agreement"). Certain key terms of the
agreement are as follows:
Mr. Thomas Lindquist
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November 1, 2001
- Cash Compensation: Upon termination for a reason
other than "cause," you will be entitled to an
amount equal to one year of your then current
annual salary and bonus from the preceding fiscal
year.
- Acceleration: All of your Company restricted stock
would immediately accelerate and vest upon the
occurrence of such termination.
- Term: Two years.
Tom, I am very excited about working with you on the Plum Creek team. This is an
exciting time for the Company and I believe this is a great opportunity for you
and us. I would appreciate your response to our proposal by no later than 5:00
p.m. (PST) on Tuesday, November 6, 2001.
Sincerely,
/s/ Rick Holley
Agreed to and accepted as of November 5, 2001.
/s/ Thomas Lindquist
Mr. Thomas Lindquist