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EXHIBIT 10.20
RAYONIER SUBSTITUTE STOCK OPTION PLAN
No: __________
STOCK OPTION AGREEMENT
(Form A -- 3 Year Vesting)
THIS AGREEMENT, made as of the 21st day of March, 1994 by and between Rayonier
Inc. (the "Company") and the undersigned individual (the "Optionee"), pursuant
to the Rayonier Substitute Stock Option Plan (the "Plan"). (Terms not defined
herein shall have the same meaning as in the Plan.)
WHEREAS, the Optionee is an Executive Employee of the Company and the Company
through the Plan's Committee has approved the grant of 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 on 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 on 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 on 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 St., 12W
New York, NY 10286
or send via fax to 1-800-815-2988
(1) CASH ONLY EXERCISE -- submitting a "Notice of Cash
Exercise," call 1-800-258-6905 to reach The Bank of
New York Stock Option Help line;
(2) CASHLESS EXERCISE -- submitting 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;
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(3) COMBINATION -- tendering 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.
EXERCISE SCHEDULE. The Option granted hereby shall become
exercisable only after one year of the Optionee's continuous
employment with the Company 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
employment, 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; provided that, the time during which the Optionee
held an ITT Option shall be deemed continuous employment with
the Company for this purpose. Notwithstanding the foregoing,
this Option may not be exercised prior to the filing of a
registration statement on Form S-8 with respect to the Common
Shares subject to this Option.
C. COMPLIANCE WITH LAWS AND REGULATIONS. The Option evidenced
hereby are 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 hereby 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 provisions of the Rayonier 1994 Incentive Stock Plan (the
"Incentive Plan") applicable to non-qualified options
thereunder shall apply for purposes of interpreting the
provisions of this Agreement and the Plan, to the extent not
inconsistent therewith. Optionee hereby acknowledges receiving
a copy of the Incentive Plan.
E. TRANSFER RESTRICTIONS. In addition to the restrictions on
transferability imposed by the Plan and the Incentive Plan,
this Option may not be 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.
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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, CT 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, as of the day and year first above written.
Agreed to: Rayonier Inc.
______________________________ By______________________________
Optionee: John P. O'Grady
Senior Vice President
Human Resources
Date: _______________________
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RAYONIER SUBSTITUTE STOCK OPTION PLAN
No: __________
STOCK OPTION AGREEMENT
(Form B -- Immediate Vesting)
THIS AGREEMENT, made as of the 21st day of March, 1994 by and between Rayonier
Inc. (the "Company") and the undersigned individual (the "Optionee"), pursuant
to the Rayonier Substitute Stock Option Plan (the "Plan"). (Terms not defined
herein shall have the same meaning as in the Plan.)
WHEREAS, the Optionee is an Executive Employee of the Company and the Company
through the Plan's Committee has approved the grant of 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 on 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 on 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 on 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 St., 12W
New York, NY 10286
or send via fax to 1-800-815-2988
(1) CASH ONLY EXERCISE -- submitting a "Notice of Cash
Exercise," call 1-800-258-6905 to reach The Bank of
New York Stock Option Help line;
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(2) CASHLESS EXERCISE -- submitting 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;
(3) COMBINATION -- tendering 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.
EXERCISE SCHEDULE. The Option granted hereby shall become
exercisable at the later of the date of execution of this
Agreement and the date of the filing of a registration
statement on Form S-8 with respect to the Common Shares
subject to this Option.
C. COMPLIANCE WITH LAWS AND REGULATIONS. The Option evidenced
hereby are 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 hereby 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 provisions of the Rayonier 1994 Incentive Stock Plan (the
"Incentive Plan") applicable to non-qualified options
thereunder shall apply for purposes of interpreting the
provisions of this Agreement and the Plan, to the extent not
inconsistent therewith. Optionee hereby acknowledges receiving
a copy of the Incentive Plan.
E. TRANSFER RESTRICTIONS. In addition to the restrictions on
transferability imposed by the Plan and the Incentive Plan,
this Option may not be 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.
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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, CT 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, as of the day and year first above written.
Agreed to: Rayonier Inc.
______________________________ By______________________________
Optionee: John P. O'Grady
Senior Vice President
Human Resources
Date: _______________________
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RAYONIER SUBSTITUTE STOCK OPTION PLAN
No: __________
STOCK OPTION AGREEMENT
(Form C -- 39/43 Vesting)
THIS AGREEMENT, made as of the 21st day of March, 1994 by and between Rayonier
Inc. (the "Company") and the undersigned individual (the "Optionee"), pursuant
to the Rayonier Substitute Stock Option Plan (the "Plan"). (Terms not defined
herein shall have the same meaning as in the Plan.)
WHEREAS, the Optionee is an Executive Employee of the Company and the Company
through the Plan's Committee has approved the grant of 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 on 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 on 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 on 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 St., 12W
New York, NY 10286
or send via fax to 1-800-815-2988
(1) CASH ONLY EXERCISE -- submitting a "Notice of Cash
Exercise," call 1-800-258-6905 to reach The Bank of
New York Stock Option Help line;
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(2) CASHLESS EXERCISE -- submitting 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;
(3) COMBINATION -- tendering 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.
EXERCISE SCHEDULE. Stock options will be exercisable as to
two-thirds when the trading price of Rayonier Common Shares
reaches $39.19 per share and as to the remaining one-third when
the trading price of Rayonier Common Shares reaches $43.89 per
share. These threshold conditions will be computed by using the
daily closing price of Rayonier Common Shares as reported on
the New York Stock Exchange Composite Transactions. The closing
price of Rayonier Common Shares must remain at or above the
required threshold price for ten (10) consecutive trading days.
Notwithstanding the foregoing threshold requirements, this
Option shall become fully exercisable after October 16, 2002
and no portion hereof may be exercised prior to the filing of a
registration statement on Form S-8 with respect to the Common
Shares subject to this Option.
C. COMPLIANCE WITH LAWS AND REGULATIONS. The Option evidenced
hereby are 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 hereby 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 provisions
of the Rayonier 1994 Incentive Stock Plan (the "Incentive
Plan") applicable to non-qualified options thereunder shall
apply for purposes of interpreting the provisions of this
Agreement and the Plan, to the extent not inconsistent
therewith. Optionee hereby acknowledges receiving a copy of the
Incentive Plan.
E. TRANSFER RESTRICTIONS. In addition to the restrictions on
transferability imposed by the Plan and the Incentive Plan,
this Option may not be 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.
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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, CT 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, as of the day and year first above written.
Agreed to: Rayonier Inc.
______________________________ By______________________________
Optionee: John P. O'Grady
Senior Vice President
Human Resources
Date: _______________________