1
EXHIBIT 10.18
Number:_______
RAYONIER 1994 INCENTIVE STOCK PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
(Form A -3-Year Vesting)
THIS AGREEMENT, made as of the 2nd day of January 1996, by and between Rayonier
Inc. (the "Company") and the undersigned individual (the "Optionee"), pursuant
to the Rayonier 1994 Incentive Stock Plan (the "Plan"). (Terms not defined
herein have the same meaning as in the Plan.)
WHEREAS, the Optionee is a Key Employee of the Company and the Company through
the Plan's Committee has approved the grant of Non-Qualified Stock Options under
the Plan to the Optionee.
NOW, THEREFORE, in consideration of the Terms and Conditions of this Agreement
and pursuant to the Plan, the parties agree as follows:
1. Grant of Options. The Company hereby grants to the Optionee the right and
option to purchase from the Company, at the exercise price set forth in SECTION
3 below, all or any part of the aggregate number of common shares of the
Company, as such Common Shares are presently constituted (the "Common Shares"),
set forth in said SECTION 3.
2. Terms and Conditions. It is understood and agreed that the Option evidenced
hereby is subject to the provisions of the Plan (which are incorporated herein
by reference) and the following Terms and Conditions:
a. Expiration Date. The Option evidenced hereby shall expire on the date
specified in Section 3 below.
b. Exercise of Option. The Option evidenced hereby shall be exercisable
from time to time by submitting an appropriately completed "Notice of
Exercise" form referred to below addressed as follows:
The Bank of New York
Stock Option Administration
101 Barclay, Street, 12W
New York, New York 10286
Telephone: 1-800-248-6905
or send via fax to 1-800-815-2988
(1) Cash Only Exercise - submit a "Notice of Cash Exercise", together
with the full cash exercise price (call 1-800-258-6905 to reach The
Bank of New York Stock Option Help line); or
(2) Cashless Exercise - submit an "Irrevocable Letter of Instruction
and Cashless Exercise and Sale Form" authorizing the delivery for sale
of the exercised Common Shares (call 1-800-255-8282 to reach the BNY
Personal Brokerage Help line); or.
(3) Combination - tender a combination (1) and (2) above.
Withholding Taxes. Without regard to the method of exercise and
payment, the Optionee shall pay to the Company, upon notice of the
amount due, any withholding taxes payable with respect to such
exercise.
2
Exercise Schedule - The Option granted hereby shall become exercisable
only after one year of the Optionee's continuous employment with the
Company immediately after the date of grant and may be exercised
thereafter at any time, or from time to time, but only to the extent
of one-third of the total number of shares covered by the Option under
this Agreement after the first anniversary of such grant, only to the
extent of two-thirds of such total number of shares after the second
anniversary thereof, and in full only after the third anniversary
thereof, and in any event only during the continuance of the
Optionee's said employment.
c. Compliance with Laws and Regulations. The Option evidenced hereby is
subject to restrictions imposed at any time on the exercise or delivery
of shares in violation of the By-Laws of the Company or of any law or
governmental regulation that the Company may find to be valid and
applicable.
d. Interpretation. Optionee acknowledges that this Agreement is governed
by the Plan, a copy of which Optionee hereby acknowledges having
received, and by such administrative rules and regulations relative to
the Plan and not inconsistent therewith, as may be adopted and amended
from time by the Committee (the "Rules"). Optionee agrees to be bound by
the terms and provisions of the Plan and the Rules, the terms of which
are incorporated here in by reference.
e. Transfer Restrictions. In addition to the restrictions on
transferability imposed by the Plan, this Option is not transferable
other than by will or the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined in the Internal Revenue
Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act, or the rules thereunder.
3. Option Data
Optionee's Name
Number of Common Shares
Subject to this Option
Exercise Price Per Share
Expiration Date
4. Governing Law. This Agreement is issued, and the Option evidenced hereby is
granted, in Stamford, Connecticut, and shall be governed and construed in
accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its
authorized officer, the day and year first above written.
Agreed to: Rayonier Inc.
____________________ By:______________________
Optionee John P. O'Grady
Senior Vice President
Administration
____________________
Date