RAYONIER INCENTIVE STOCK PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
THIS AGREEMENT is made by and between Rayonier Inc. (the “Company”) and the individual accepting and agreeing to the
terms hereof (the “Optionee”), pursuant to the Rayonier Incentive Stock Plan (the “Plan”), effective upon such execution.
(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:
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its authorized officer, the day and year of
1. Grant of Options . The Company has granted to the Optionee the right and option to purchase from the Company at a fixed
exercise price all or any part of the number of common shares of the Company, as such Common Shares are presently
constituted (the “Common Shares”), specified in the Merrill Lynch Benefits OnLine website (the “Grant”).
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:
Expiration Date . The Option evidenced hereby shall expire ten years following the date of grant or earlier upon
termination as specified in the Plan.
Exercise of Option . The Option evidenced hereby shall be exercisable from time to time pursuant to the
electronic exercise or other procedures adopted by the Company from time to time and communicated to the
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 r