STOCK INCENTIVE PLAN - RESTRICTED STOCK UNIT AWARD AGREEMENT
AGREEMENT made between Plum Creek Timber Company, Inc., a Delaware corporation (the “ Company ”), and the
individual identified on the Award Agreement Acceptance attached hereto and made a part hereof (the “ Acceptance ”), an
employee of Plum Creek Timberlands, L.P., a subsidiary of the Company (“ Employee ”), as of the date specified in the
Acceptance. In recognition of the important contributions that Employee makes to the success of the Company, and in
consideration of the mutual agreements and other matters set forth herein and in the Plum Creek Timber Company, Inc.
Amended and Restated Stock Incentive Plan, as the same may be amended from time to time (as amended, the “ Plan ”), which
Plan is incorporated herein by reference as a part of this Agreement, the Company hereby grants to Employee under the Plan
the following long-term incentive award on the terms and conditions set forth below.
A. Definitions . Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to such terms
in the Plan. The following definitions will apply for purposes of this Agreement:
1. “ Acceleration Event ” means any one of the events described in Section 9 of the Plan ( Acceleration of Awards )
resulting in Employee’s termination of Service to the Company.
2. “ Award ” means the Restricted Stock Units granted hereby and under the Plan.
3. “ Code ” means the Internal Revenue Code of 1986, as amended.
4. “ Committee ” means the Compensation Committee of the Board of Directors of the Company.
5. “ Grant Date ” means the date specified in the Acceptance on which the Award granted under this Agreement is deemed
granted to Employee.
6. “ Restricted Period ” means the period beginning on the Grant Date and ending on the date on which all Restricted Stock
Units become Vested.
7. “ Securities Act ” means the Securities Act of 1933, as amended.
8. “ Stock ” means common stock, par value $.01 per sh