{"id":40525,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-with-key-management-group-willamette.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-with-key-management-group-willamette","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-with-key-management-group-willamette.html","title":{"rendered":"Severance Agreement With Key Management Group &#8211; Willamette Industries Inc."},"content":{"rendered":"<pre>\n\n\nDear _________________:\n\n            Willamette Industries,  Inc. (which, together with its Subsidiaries,\nis referred to as the 'Company'),  considers the stability of its key management\ngroup to be essential to the best interests of the Company and its shareholders.\nThe  Company   recognizes   that,  as  is  the  case  with  many  publicly  held\ncorporations,  the  possibility  of a change in  control  may arise and that the\nattendant  uncertainty  may  result  in  the  departure  or  distraction  of key\nmanagement personnel to the detriment of the Company and its shareholders.\n\n            Accordingly, the Board of Directors of the Company (the 'Board') has\ndetermined that  appropriate  steps should be taken to encourage  members of the\nCompany's  key  management  group to continue as employees  notwithstanding  the\nfuture possibility of a change in control of the Company.\n\n            The  Board  also  believes  it  important  that,  in the  event of a\nproposal  for  transfer  of  control of the  Company,  you be able to assess the\nproposal and advise the Board without being  influenced by the  uncertainties of\nyour own situation.\n\n            In order to induce you to remain in the employ of the Company,  this\nAgreement,  which has been  approved  by the  Board,  sets  forth the  severance\ncompensation  which the Company agrees will be provided to you in the event your\nemployment  with the Company is  terminated  subsequent  to the  occurrence of a\n'change  in  control'  of the  Company as  defined  and under the  circumstances\ndescribed below.\n\n\n\n\n\n\n\n\n\n\n\n\n\nPage 2\n\n\n\n            1.  AGREEMENT TO PROVIDE SERVICES; RIGHT TO TERMINATE.\n\n            (a)  TERMINATION  OF  EMPLOYMENT.  Except as  otherwise  provided in\nparagraph (b) below, or in any written employment  agreement between you and the\nCompany, you are an 'at will' employee and the Company or you may terminate your\nemployment  or this  Agreement  at any time.  If, and only if,  your  employment\nterminates  after a change in  control  of the  Company  occurs  (as  defined in\nSection 6), the provisions of this Agreement  regarding the payment of severance\ncompensation and benefits shall apply. In all other events,  this Agreement does\nnot provide any additional severance compensation or benefits to you.\n\n            (b) TERMINATION  SUBSEQUENT TO CERTAIN OFFERS. In the event a tender\noffer or  exchange  offer is made by a Person (as defined in Section 6) for more\nthan 30  percent  of the  combined  voting  power of the  Company's  outstanding\nsecurities  ordinarily  having  the  right  to vote at  elections  of  directors\n('Voting Securities'),  including shares of common stock, $.50 par value, of the\nCompany (the 'Company Shares'),  you agree that you will not leave the employ of\nthe  Company  (other than as a result of  Disability  as such term is defined in\nSection 6) and will render  services to the Company in the capacity in which you\nthen serve  until such  tender  offer or exchange  offer has been  abandoned  or\nterminated  or a change in control of the  Company  has  occurred as a result of\nsuch tender offer or exchange  offer.  If the offer  described in the  preceding\nsentence is not recommended by the Board to the shareholders when initially made\nor within  ten days  thereafter,  the  Company  agrees  that  during  the period\ndescribed in the preceding sentence it shall not terminate this Agreement unless\nit shall also terminate your employment. If, during the period you are obligated\nto continue in the employ of the Company  pursuant  to this  Section  1(b),  the\nCompany  reduces your  compensation,  your  obligations  under this Section 1(b)\nshall thereupon terminate.\n\n            (c)  OBLIGATIONS  AFTER  CHANGE IN  CONTROL.  While  employed by the\nCompany (or its successor) after a change of control occurs, you agree to devote\nreasonable  attention and time to the business and affairs of the Company and to\nuse your reasonable best efforts to perform your responsibilities faithfully and\nefficiently, consistent with your past practice as an employee of the Company.\n\n            2. TERM OF  AGREEMENT.  This  Agreement  shall  commence on the date\nhereof and shall  continue in effect  until April 16, 1994;  PROVIDED,  HOWEVER,\nthat commencing on __________________,  and each ______________  thereafter, the\nterm of this Agreement\n\n\n\n\n\n\n\n\n\n\n\n\nPage 3\n\n\n\nshall  automatically be extended for one additional year unless at least 90 days\nprior to such April 16, the  Company  or you shall have given  notice  that this\nAgreement  shall not be extended;  and  provided,  however,  that if a change in\ncontrol of the  Company  shall  occur while this  Agreement  is in effect,  this\nAgreement shall automatically be extended for 36 months from the date the change\nin control occurs.  Notwithstanding the preceding sentence, this Agreement shall\nnot extend beyond your normal  retirement  date under the  Company's  retirement\nplan.  This  Agreement  shall  terminate  if you or the Company  terminate  your\nemployment  prior to the date a change in  control  of the  Company  occurs  but\nwithout  prejudice  to any  remedy  the  Company  may  have for  breach  of your\nobligations, if any, under Section 1(b).\n\n            3. SEVERANCE  PAYMENT AND BENEFITS IF TERMINATION  OCCURS  FOLLOWING\nCHANGE IN CONTROL FOR DISABILITY, WITHOUT CAUSE, OR WITH GOOD REASON. If, within\n36  months  from  the date a change  in  control  of the  Company  occurs,  your\nemployment  with the Company is  terminated  (i) by the Company for  Disability,\n(ii) by the Company  without  Cause,  or (iii) by you with Good Reason  (each as\ndefined in Section 6), you shall be  entitled  to a severance  payment and other\nbenefits as follows:\n\n            (a)  DISABILITY.  If your  employment with the Company is terminated\nfor Disability,  your benefits shall thereafter be determined in accordance with\nthe Company's  long-term  disability  income plan.  If the  Company's  long-term\ndisability income plan is modified or terminated  following a change in control,\nthe  Company  shall  substitute  such a plan  with  benefits  applicable  to you\nsubstantially similar to those provided by the plan prior to its modification or\ntermination. During any period that you fail to perform your duties hereunder as\na result of incapacity due to physical or mental illness,  you shall nonetheless\ncontinue  to  receive  your full base  salary and  benefits  at the rate then in\neffect until your employment is terminated by the Company for Disability and you\nbegin to receive benefits under the Company's disability income plan.\n\n            (b)  TERMINATION   WITHOUT  CAUSE  OR  WITH  GOOD  REASON.  If  your\nemployment  with the Company is terminated  without Cause by the Company or with\nGood  Reason  by you,  then the  Company  shall  pay to you,  upon  demand,  the\nfollowing amounts:\n\n            (i)  Your  full  base  salary  and  benefits  through  the  Date  of\n      Termination  at the  rate in  effect  on the date the  change  in  control\n      occurs.\n\n            (ii)  As severance pay, subject in all cases to\n\n\n\n\n\n\n\n\n\n\n\n\nPage 4\n\n\n\n      reduction as provided in Section  3(c),  an amount equal to the product of\n      (x) the sum of your annual base salary,  at the rate in effect on the date\n      the change in control  occurs,  plus the  average  annual  cash  incentive\n      compensation  (if any) paid to you or accrued for your  benefit in respect\n      of the two fiscal  years  prior to the fiscal  year in which the change in\n      control occurs, multiplied by (y) the number 2.99.\n\n            (iii) In addition,  subject in all cases to reduction as provided in\n      Section 3(c),  the Company shall maintain in full force and effect for one\n      year after the Date of Termination,  all noncash  employee  benefit plans,\n      programs,  or arrangements  (including,  without  limitation,  pension and\n      retirement plans and arrangements,  life insurance and health and accident\n      plans,  medical insurance plans,  disability plans, and vacation plans) in\n      which you were entitled to  participate  immediately  prior to the Date of\n      Termination  provided that your continued  participation is possible under\n      the general terms of such plans, programs, and arrangements, but excluding\n      stock  option  plans and other plans in which the benefits are measured by\n      the  value of the  Company's  stock.  If your  participation  in any plan,\n      program, or arrangement which the Company has agreed to continue is barred\n      or not  possible,  the Company  shall arrange to provide you with benefits\n      substantially  similar to those which you are  entitled  to receive  under\n      such plans, programs, and arrangements. However, if you become eligible to\n      participate in a benefit plan, program, or arrangement of another employer\n      which confers  substantial  similar  noncash  benefits upon you, you shall\n      cease to receive noncash benefits under this subsection in respect of such\n      plan, program, or arrangement.\n\n            (c)  CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.\n\n            (i) Anything in this Agreement to the contrary  notwithstanding,  in\n      the event it shall be determined  that any payment or  distribution by the\n      Company to or for your  benefit  (whether  pursuant to this  Agreement  or\n      otherwise) (a 'Payment') would be nondeductible by the Company for Federal\n      income tax purposes  because of Section 280G of the Internal  Revenue Code\n      of 1986, as amended, or the regulations  thereunder (the 'Code'), then the\n      aggregate present value of amounts payable or distributable to or for your\n      benefit  pursuant to this Agreement  (such payments or  distributions  the\n      'Agreement  Payments')  shall be reduced to an amount which  maximizes the\n      aggregate   Agreement   Payments   without   causing  any  Payment  to  be\n      nondeductible by the Company\n\n\n\n\n\n\n\n\n\n\n\n\nPage 5\n\n\n\n      because of Section 280G of the Code.\n\n            (ii) All determinations  required to be made under this Section 3(c)\n      shall be made by the  Company's  usual outside  auditors (the  'Accounting\n      Firm') which shall provide detailed  supporting  calculations  both to the\n      Company and you within 15 business days of the Date of Termination. Absent\n      manifest error, the  determination by the Accounting Firm shall be binding\n      upon the Company and on you. The Company shall reasonably  determine which\n      and how much of the  Agreement  Payments  shall be  eliminated  or reduced\n      consistent with the requirements of this Section 3(c) and shall notify you\n      promptly of its determination.\n\n            (iii) As a result of the  uncertainty in the  application of Section\n      280G  of  the  Code  at  the  time  of the  initial  determination  by the\n      Accounting  Firm  hereunder,  it is possible that Agreement  Payments will\n      have  been  made by the  Company  which  should  not  have  been  made (an\n      'Overpayment') or that additional  Agreement  Payments which will not have\n      been made by the Company could have been made (an 'Underpayment'), in each\n      case, consistent with the calculations  required to be made hereunder.  In\n      the event a related deficiency is asserted by the Internal Revenue Service\n      against the Company or you which the Accounting  Firm concludes has a high\n      probability of resolution in favor of the government,  then an Overpayment\n      has been made. Any such Overpayment shall be treated for all purposes as a\n      loan AB  INITIO  to you from the  Company  which  you  shall  repay to the\n      Company  without  interest prior to written notice from the Company to you\n      that  repayment is due (and at a rate of 8 percent per annum  thereafter);\n      provided, however, that no such loan shall be deemed to have been made and\n      no amount  shall be payable by you  unless and to the extent  such  deemed\n      loan and payment  would  reduce  your  obligation  for excise  taxes under\n      Section 4999 of the Code or generate a refund of such taxes.  In the event\n      the Accounting Firm, based upon controlling precedent or other substantial\n      authority,   determines  that  an  Underpayment  has  occurred,  any  such\n      Underpayment  shall be promptly paid by the Company to or for your benefit\n      together with interest at the rate of 8 percent per annum.\n\n            4.  PAYMENT  IF  TERMINATION  OCCURS  FOLLOWING  CHANGE IN  CONTROL,\nBECAUSE OF DEATH,  FOR CAUSE,  OR WITHOUT GOOD  REASON.  If your  employment  is\nterminated  after a change in  control  of the  Company  occurs  because of your\ndeath,  or by the Company for Cause,  or by you other than for Good Reason,  the\nCompany shall\n\n\n\n\n\n\n\n\n\n\n\n\nPage 6\n\n\n\npay you your full base salary and benefits  through the Date of  Termination  at\nthe rate in effect on the date the change in control  occurs.  The Company shall\nhave no further obligations to you under this Agreement.\n\n            5. NO MITIGATION;  NO SETOFF.  You shall not be required to mitigate\nthe amount of any  payment  provided  for in this  Agreement  by  seeking  other\nemployment or otherwise,  nor,  except as expressly set forth herein,  shall the\namount  of any  payment  provided  for  in  this  Agreement  be  reduced  by any\ncompensation earned by you as the result of employment by another employer after\nthe Date of  Termination,  or otherwise.  The  Company's  obligation to make the\npayments  to you  provided  for in this  Agreement  shall not be affected by any\nsetoff,  counterclaim,  recoupment,  or other defense or claim which the Company\nmay have against you, except as provided in Section 3(c) and Section 6(d).\n\n            6. DEFINITIONS OF CERTAIN TERMS. For the purposes of this Agreement,\nthe terms  defined  below and used in this  Agreement  shall have the  following\nmeanings:\n\n            (a) ACQUIRING  PERSON.  'Acquiring  Person' shall mean any Person or\nrelated  Persons that would  constitute a 'group' for purposes of Section  13(d)\nand Rule  13d-5 (as in  effect  on the date  hereof)  under  the  Exchange  Act;\nprovided,  however,  that the term  Acquiring  Person  shall not include (i) the\nCompany,  any  Subsidiary  or any  employee  benefit  plan of the Company or any\nSubsidiary,  (ii) an entity  holding  voting capital stock of the Company for or\npursuant to the terms of any such plan, (iii) any Person or group solely because\nsuch  Person or group has  voting  power with  respect  to capital  stock of the\nCompany  arising from a revocable proxy or consent given in response to a public\nproxy or consent  solicitation  made  pursuant to the Exchange Act (as in effect\nfrom time to time) or (iv) any  Person  who is a party to an  agreement  (a 'New\nStand-Together  Agreement')  similar  to the former  Shareholder  Stand-Together\nAgreement dated as of January 21, 1985 (the 'Former Stand-Together  Agreement'),\nwhich New  Stand-Together  Agreement (1) provides for unified  action by Persons\nwho,  or whose  families,  have  historically  held  substantial  amounts of the\nCompany Shares in the event of a threatened  change of control and (2) which has\nas parties at least ten  shareholders  of the  Company  who were  parties to the\nFormer  Stand-Together  Agreement,  but only while such  Person  remains a party\nthereto.\n\n            (b) CAUSE. Termination of your employment by the Company for 'Cause'\nshall mean termination because, and only because, you committed an act of fraud,\nembezzlement, or theft\n\n\n\n\n\n\n\n\n\n\n\n\nPage 7\n\n\n\nconstituting  a felony,  or an act  intentionally  against  the  interest of the\nCompany which causes the Company material injury, or you have repeatedly failed,\nafter written  notice,  to perform your  responsibilities  under this Agreement.\nNotwithstanding  the foregoing,  you shall not be deemed to have been terminated\nfor Cause  unless and until there shall have been  delivered  to you a copy of a\nresolution duly adopted by the affirmative vote of not less than  three-quarters\nof the entire  membership of the Board at a meeting of the Board called and held\nfor the purpose  (after  reasonable  notice to you and an  opportunity  for you,\ntogether with your counsel,  to be heard before the Board),  finding that in the\ngood faith opinion of the Board you were guilty of conduct constituting Cause as\ndefined above and specifying the particulars thereof in detail.\n\n            (c) CHANGE IN CONTROL.  A 'change in  control' of the Company  shall\nmean:\n\n            (i) A change in control of a nature  that  would be  required  to be\n      reported in response to Item 6(e) of Schedule 14A of Regulation 14A (as in\n      effect on the date thereof) under the Exchange Act; provided that, without\n      limitation,  such a change in control  shall be deemed to have occurred at\n      such time as any  Acquiring  Person (as  defined  in Section 6)  hereafter\n      becomes the  'beneficial  owner' as defined in Rule 13d-3 (as in effect on\n      the date thereof) under the Exchange Act,  directly or  indirectly,  of 20\n      percent  or more of the  combined  voting  power of the  Company's  Voting\n      Securities; or\n\n            (ii) During any period of two consecutive years,  individuals who at\n      the beginning of such period  constitute the Board cease for any reason to\n      constitute  at  least a  majority  thereof  unless  the  election,  or the\n      nomination  for  election  by the  Company's  shareholders,  of  each  new\n      director was approved by a vote of at least  two-thirds  of the  directors\n      then still in office who were directors at the beginning of the period; or\n\n            (iii) There shall be consummated (x) any  consolidation or merger of\n      the  Company  in which the  Company  is not the  continuing  or  surviving\n      corporation or pursuant to which Voting Securities would be converted into\n      cash, securities, or other property, other than a merger of the Company in\n      which the holders of Voting Securities immediately prior to the merger own\n      more than 66-___ percent of the combined  voting power of the  outstanding\n      securities  ordinarily  having the right to vote at elections of directors\n      of the surviving\n\n\n\n\n\n\n\n\n\n\n\n\nPage 8\n\n\n\n      corporation  immediately  after  the  merger,  or  (y)  any  sale,  lease,\n      exchange,  or other  transfer (in one  transaction  or a series of related\n      transactions) of all, or substantially  all, of the assets of the Company;\n      or\n\n            (iv)  Approval  by the  shareholders  of the  Company of any plan or\n      proposal for the liquidation or dissolution of the Company.\n\nA change of control  'occurs'  on the date the change of control  first  occurs;\nPROVIDED,  HOWEVER,  that if (A) your  employment  is  terminated by the Company\nafter an offer  described in the first  sentence of Section 1(b) is made,  which\noffer is not  recommended  favorably by the Board to the Company's  shareholders\nwhen  initially  made or within ten days  thereafter,  and (B) it is  reasonably\ndemonstrated  that your  termination  was at the request of a third party who is\nseeking to effect a change of control or  otherwise  occurred  as a result of an\nanticipated change of control, and (C) a change of control in fact occurs within\n60 days after your  termination,  then for purposes of determining your right to\nany severance  compensation and benefits under this Agreement,  your termination\nshall be deemed to have occurred after a change of control.\n\n            (d) DATE OF  TERMINATION.  'Date of  Termination'  shall mean (i) if\nyour  employment  is  terminated  by the Company for  Disability,  30 days after\nNotice of Termination is given (provided that you shall not have returned to the\nperformance of your duties on a full-time basis during such 30-day period),  and\n(ii) if your  employment is terminated for any Good Reason,  the date on which a\nNotice of Termination is given; provided that if within 30 days after any Notice\nof Termination is given the party  receiving the Notice of Termination  notifies\nthe  other  party  that  a  dispute  exists  concerning  the  termination,  your\nemployment shall  nonetheless be terminated but you shall continue to receive an\namount  equal to your base salary and your  noncash  benefits  until the date on\nwhich the dispute is finally  determined,  either by mutual written agreement of\nthe parties or by a final  judgment,  order,  or decree of a court of  competent\njurisdiction  (the time for appeal therefrom having expired and no appeal having\nbeen perfected).\n\n            If the dispute is resolved  substantially  in favor of the Company's\nposition,  you shall  repay  the  amount  paid to you equal to your base  salary\n(without  interest) and the Company may set your obligation to repay off against\nany  amounts  owing  to you or to be paid  on your  behalf.  If the  dispute  is\nresolved without either party prevailing or if you shall prevail, you shall have\n\n\n\n\n\n\n\n\n\n\n\n\nPage 9\n\n\n\nno obligation to repay such amounts.\n\n            (e)  DISABILITY.  Termination of your  employment by the Company for\n'Disability'  shall mean  termination  because of your  absence from your duties\nwith the Company on a full-time  basis for 180  consecutive  days as a result of\nyour  incapacity due to physical or mental illness and your failure to return to\nthe  performance  of your duties on a full-time  basis during the 30-day  period\nafter Notice of Termination is given.\n\n            (f)  EXCHANGE  ACT.  'Exchange  Act' shall mean the  Securities  and\nExchange Act of 1934, as amended, as in effect on the date of this Agreement.\n\n            (g) GOOD REASON.  Termination  by you of your  employment  for 'Good\nReason' shall mean termination based on any of the following:\n\n            (i) A change in your status or position(s) with the Company,  which,\n      in your  reasonable  judgment,  does not  represent a promotion  from your\n      status or  position(s)  as in effect  immediately  prior to the  change in\n      control,  or a change in your duties or  responsibilities  which,  in your\n      reasonable judgment,  is inconsistent with such status or position(s),  or\n      any removal of you from,  or any failure to  reappoint  or reelect you to,\n      such  position(s),  except  in  connection  with the  termination  of your\n      employment  for Cause or Disability or as a result of your death or by you\n      other than for Good Reason.\n\n            (ii) A  reduction  by the  Company in your base  salary as in effect\n      immediately prior to the change in control.\n\n            (iii) The  failure by the  Company to continue in effect any Plan in\n      which you are  participating  at the time of the  change in control of the\n      Company  (or  Plans  providing  you  with at least  substantially  similar\n      benefits) other than as a result of the normal expiration of any such Plan\n      in  accordance  with its terms as in  effect at the time of the  change in\n      control,  or the  taking of any  action,  or the  failure  to act,  by the\n      Company which would adversely  affect your continued  participation in any\n      of such  Plans on at least as  favorable  a basis to you as is the case on\n      the date of the change in control or which  would  materially  reduce your\n      benefits  in the  future  under any of such  Plans or  deprive  you of any\n      material benefit enjoyed by you at the time of the change in control.\n\n\n\n\n\n\n\n\n\n\n\n\n\nPage 10\n\n\n\n            (iv) The  failure by the  Company to provide and credit you with the\n      number of paid  vacation days to which you are then entitled in accordance\n      with the Company's normal vacation policy as in effect  immediately  prior\n      to the change in control.\n\n            (v) The  Company's  requiring  you to be based  anywhere  other than\n      where your  office is located  immediately  prior to the change in control\n      except  for  required  travel  on  the  Company's  business  to an  extent\n      substantially  consistent with the business travel  obligations  which you\n      understood on behalf of the Company prior to the change in control.\n\n            (vi) The  failure by the Company to obtain  from any  successor  the\n      assent to this Agreement contemplated by Section 8 hereof.\n\n            (vii) Any purported  termination  by the Company of your  employment\n      which is not effected  pursuant to a Notice of Termination  satisfying the\n      requirements  of this Agreement;  and for purposes of this  Agreement,  no\n      such purported termination shall be effective.\n\n            (viii) Any refusal by the Company to continue to allow you to attend\n      to matters or engage in activities not directly related to the business of\n      the Company which,  prior to the change in control,  you were permitted by\n      the Board to attend to or engage in.\n\n            (h)  NOTICE  OF  TERMINATION.  A  'Notice  of  Termination'  of your\nemployment  given by  Company  shall mean a written  notice  given to you of the\ntermination of your  employment  which shall  indicate the specific  termination\nprovision  in this  Agreement  relied  upon,  and shall set forth in  reasonable\ndetail the facts and circumstances claimed to provide a basis for termination of\nyour employment under the provision so indicated.\n\n            (i)  PERSON.   'Person'  shall  mean  and  include  any  individual,\ncorporation,  partnership, trust, group, association, or other 'person,' as such\nterm is used in Section 14(d) of the Exchange Act.\n\n            (j) PLAN.  'Plan'  shall  mean any  compensation  plan,  program  or\narrangement  such as an incentive plan or an employee  benefit plan,  program or\narrangement such as a thrift plan, pension or retirement plan, life insurance or\nhealth and accident plan, medical insurance plan, disability plan, vacation plan\nor any other plan, program or arrangement of the Company intended to\n\n\n\n\n\n\n\n\n\n\n\n\nPage 11\n\n\n\nbenefit employees,  but excluding any stock option plans or other plans in which\nthe benefits are measured by the value of the Company's stock.\n\n            (k) SUBSIDIARY.  'Subsidiary'  shall mean a corporation more than 50\npercent  of the  outstanding  voting  stock  of  which  is  owned,  directly  or\nindirectly,  by the  Company  or by one or more  other  Subsidiaries,  or by the\nCompany and one or more other Subsidiaries. For the purposes of this definition,\n'voting stock' means stock which ordinarily has voting power for the election of\ndirectors,  whether at all times or only so long as no senior class of stock has\nsuch voting power by reason of any contingency.\n\n            7. NOTICE. For the purposes of this Agreement,  notice and all other\ncommunications  provided for in the  Agreement  shall be in writing and shall be\ndeemed  to have been  duly  given  when  delivered  or  mailed by United  States\ncertified or registered mail, return receipt requested,  postage prepaid,  if to\nthe Company,  addressed to it at 3800 First  Interstate  Tower,  1300 S.W. Fifth\nAvenue,  Portland,  Oregon 97201, Attention:  Chief Executive Officer, and if to\nyou,  addressed to you at the address set forth below your signature  hereto, or\nto such other address as either party may have furnished to the other in writing\nin  accordance  herewith,  except  that  notices of change of  address  shall be\neffective only upon receipt.\n\n            8.  SUCCESSORS; BINDING AGREEMENT.\n\n            (a)  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall  inure to the\nbenefit of, and be binding upon, any corporate or other successor or assignee of\nthe  Company  which  shall   acquire,   directly  or   indirectly,   by  merger,\nconsolidation  or  purchase,  or  otherwise,  all  or  substantially  all of the\nbusiness or assets of the Company. The Company shall require any such successor,\nby an agreement in form and substance reasonably  satisfactory to you, expressly\nto assume and agree to perform this Agreement in the same manner and to the same\nextent as the Company  would be required  to perform if no such  succession  had\ntaken place.\n\n            (b)  PERSONAL  REPRESENTATIVES.  This  Agreement  shall inure to the\nbenefit of and be enforceable by your personal or legal representatives, and any\namounts payable to you in accordance with the terms of this Agreement after your\ndeath shall be paid to your estate.\n\n            9.  TIME  OF  PAYMENT;  ESTIMATED  PAYMENT.  The  severance  payment\nprovided for herein, shall be made not later than the\n\n\n\n\n\n\n\n\n\n\n\n\nPage 12\n\n\n\nfifteenth  business day following the Date of  Termination;  provided,  however,\nthat if the amounts of such payments  cannot be finally  determined on or before\nsuch day, the Company shall pay to you on such day an estimate, as determined in\ngood faith by the Company, of the minimum amount of such payments, and shall pay\nthe remainder of such payments  (together with interest at the rate of 8 percent\nper annum) as soon as the amount  thereof can be  determined.  In the event that\nthe amount of the estimated payments exceeds the amount subsequently  determined\nto have been due,  such excess  shall  constitute  a loan by the Company to you,\npayable on the fifth day after demand by the Company  (together with interest at\nthe rate of 8 percent per annum).\n\n            10.  MISCELLANEOUS.  No provision of this Agreement may be modified,\nwaived, or discharged unless such  modification,  waiver, or discharge is agreed\nto in a writing  signed by you and the Chief  Executive  Officer or President of\nthe  Company.  No waiver by either party hereto at any time of any breach by the\nother party hereto of, or of compliance with, any condition or provision of this\nAgreement  to be  performed  by such  other  party  shall be  deemed a waiver of\nsimilar or  dissimilar  provisions or conditions at the same, or at any prior or\nsubsequent,  time. No agreements or representations,  oral or otherwise, express\nor implied,  with respect to the subject  matter hereof have been made by either\nparty  which  are not  expressly  set  forth in this  Agreement.  The  validity,\ninterpretation,  construction,  and  performance  of  this  Agreement  shall  be\ngoverned by the laws of the state of Oregon.  All  obligations of the Company to\nmake  payments  or to  provide  benefits  shall  be  subject  to all  applicable\nwithholding and reporting requirements.  Any amounts not paid when due hereunder\nshall bear interest at the rate of 8 percent per annum.\n\n            11. LEGAL FEES AND EXPENSES.  The Company shall pay or reimburse any\nreasonable  legal fees and expenses you may incur in  connection  with any legal\naction to  enforce  your  rights  under,  or to defend  the  validity  of,  this\nAgreement.  The Company will pay or reimburse  such legal fees and expenses on a\nregular,  periodic basis upon  presentation  by you of a statement or statements\nprepared by your counsel in accordance with its usual practices.\n\n            12. VALIDITY. The invalidity or unenforceability of any provision of\nthis  Agreement  shall not affect the  validity or  enforceability  of any other\nprovision of this Agreement, which shall remain in full force and effect.\n\n            13. PAYMENTS DURING CONTROVERSY. Notwithstanding the pendency of any\ndispute or controversy, the Company will continue\n\n\n\n\n\n\n\n\n\n\n\nto pay you your full  compensation  in effect when the notice giving rise to the\ndispute was given  (including,  but not limited to, base salary and installments\nof incentive  compensation)  and continue you as a  participant  in all Plans in\nwhich you were  participating  when the  notice  given rise to the  dispute  was\ngiven,  until the dispute is finally  resolved in accordance  with Section 6(d).\nAmounts paid under this  Section are in addition to all other  amounts due under\nthis  Agreement and shall not be offset  against or reduce any other amounts due\nunder this Agreement. You shall be entitled to seek specific performance of your\nright to be paid  until  the Date of  Termination  during  the  pendency  of any\ndispute or controversy arising under or in connection with this Agreement.\n\n            If you accept and agree to the terms of this Agreement,  kindly sign\nand return to the  Company the  enclosed  copy of this  letter,  which will then\nconstitute our agreement on this subject.\n\n                                    Sincerely,\n\n                                    WILLAMETTE INDUSTRIES, INC.\n\n\n\n                                    By\n\n\nAgreed to this _____ day of ______________, 199__.\n\n\n\n\nAddress:\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9336],"corporate_contracts_industries":[9457],"corporate_contracts_types":[9539,9544],"class_list":["post-40525","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-willamette-industries-inc","corporate_contracts_industries-manufacturing__paper","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40525","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40525"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40525"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40525"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40525"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}