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EXHIBIT 10.C.5
RELEASE AND WAIVER OF RIGHTS
This release by the undersigned ("Executive"), who is a participant in the Plum
Creek Management Company Incentive Sharing Plan ("IS Plan") and the Plum Creek
Management Company Executive Incentive Compensation Plan ("EIC Plan") is made
this 28th day of January, 1994, in consideration for and contingent upon the
adoption by Plum Creek Management Company, L.P. ("Company") of the Plum Creek
Management Company, L.P. Long-Term Incentive Plan ("LTIP") and the Plum Creek
Management Company, L.P. Management Incentive Plan ("MIP").
RECITALS
A. The Executive has participated in the IS Plan and the EIC Plan.
B. The Executive is generally entitled to continue participation
in the IS Plan and the EIC Plan through May 31, 1994 pursuant
to a letter agreement with the Company dated June 9, 1989, as
amended and modified by a subsequent letter agreement dated
December 28, 1992 (collectively referred to as the "Letter
Agreements").
C. The Company intends to establish the LTIP and the MIP to
provide incentives for the Executive intended to replace the
incentives previously provided the Executive under the IS Plan
and the EIC Plan.
D. The Executive agrees that, as a condition to the Executive's
participation in the LTIP and the MIP, (i) the Executive's
participation in the IS Plan and the EIC Plan shall be
discontinued effective on and after January 1, 1994; (ii) the
Company and the Plum Creek Timber Company, L.P. ("PCL") or any
affiliate of the Company or PCL (collectively referred to as
the "Affiliates") shall be released from all obligations under
the IS Plan and the EIC Plan arising after December 31, 1993;
(iii) the discontinuance of the Executive's participation in
and the termination of the IS Plan and the EIC Plan with
respect to the Executive shall not constitute a breach of the
Letter Agreements or be considered Good Reason for the
Executive's voluntary termination of employment thereunder.
RELEASE AND WAIVER AGREEMENT
NOW, THEREFORE, in consideration for and contingent upon the Company's adoption
of the LTIP and the MIP and the mutual undertaking of the parties hereto, the
Executive and the Company, agree as follows:
1. Upon the Company's adoption of the LTIP and the MIP
substantially in the form proposed as of this date,
including an original grant of 375,000 Unit
Appreciation Rights to the Executive under the LTIP,
and the designation of the Executive as a Participant
in the MIP for the Plan Year beginning January 1,
1994 (i) the IS Plan and the EIC Plan shall be
terminated with respect to the Executive and the
Executive's participation therein shall be
discontinued effective on and after January 1, 1994;
(ii) the Executive, on behalf of himself, his heirs,
executors, administrators, successors and assigns,
hereby releases, acquits and forever discharges the
Company and the Affiliates from any and all
obligations and waives any and all claims and causes
of action of every kind whether known or unknown,
suspected or unsuspected, to which the Executive may
have otherwise been entitled under the terms and
provisions of the IS Plan and the EIC Plan and the
Letter Agreements; and (iii) the Executive hereby
agrees that the discontinuance of the Executive's
participation in and
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the termination of the IS Plan and the EIC Plan shall
not constitute a breach of the Letter Agreements or
be considered Good Reason for the Executive's
voluntary termination of employment under said
Letter Agreements.
2. Notwithstanding the foregoing, the parties hereto
acknowledge that the Original Grants of Unit
Appreciation Rights pursuant Section 5.1(a) to the
LTIP is expressly conditioned upon the Committee's
written determination prior to June 30, 1994 that
such Original Grants comply with Rule 16b-3
promulgated under Section 16(b) of the Exchange Act
or any other comparable or successor rule or
regulatory requirement. Accordingly, this Release
and Waiver Agreement shall become null and void ab
initio in the event that the Committee does make a
written determination as described in the preceding
sentence prior to June 30, 1994.
EXECUTIVE: COMPANY:
PLUM CREEK MANAGEMENT COMPANY, L.P.
_________________________________ ___________________________________
Robert E. Manne Keith B. Sletten
Executive Vice President Vice President Human Resources
_________________________________ ___________________________________
Date Date