EXHIBIT 10.1
RAYONIER INC.
Rayonier 1994 Incentive Stock Plan
Contingent Performance Share Awards
On May 20, 1994, the Compensation and Management Development Committee (the "Committee") of the
Board of Directors of Rayonier Inc. (the "Corporation") granted contingent performance share awards to ten
senior executives as a part of the Corporation's 1994 Awards under the Rayonier 1994 Incentive Stock Plan (the
"Plan"). (A total of 88,500 Common Shares of the Corporation have been reserved for this purpose from the
4,500,000 shares registered on March 1, 1994 under the Plan on Form S-8.)
The actual number of Common Shares of the Corporation to which an executive will become entitled as a result
of the contingent performance share award will depend on the performance of the Corporation as compared to
the performance of a peer group of Forest Products companies during the period from May 20, 1994 through
December 31, 1996, determined by comparing the total share return (TSR) of the Corporation with that of the
peer group. The TSR will be calculated by measuring the growth in value of a hypothetical investment of $100 in
each of the peer companies, assuming quarterly reinvestment of dividends. TSR values are based on the average
trading price over the twenty trading days preceding the relevant measurement dates.
For a covered executive to earn 100% of the target contingent performance share award granted, the
Corporation's TSR performance over the measurement period must be 120% of that of the peer group. No
Common Shares are earned unless the TSR performance of the Corporation is at least equal to 60% of that of
the peer group, in which case 50% of the target award is earned. A maximum of 150% of the Common Shares
reflected in the target contingent performance share award granted are to be issued if the Corporation's TSR
performance exceeds 160% of peer group performance. (For a TSR within these bands, the number of Common
Shares earned is to be extrapolated.) If 100% of the target award is