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▪	an annual base salary of $550,000;

▪	an incentive target cash bonus equal to 100% of his base salary, subject to the terms and conditions of the Company’s Non-Equity Incentive Plan and the Company’s Annual Corporate Bonus Program, with a minimum guaranteed 2014 bonus amount of $300,000;

▪	a sign-on bonus of $250,000;

▪	an equity award under the Rayonier Incentive Stock Plan in an amount of up to $500,000 allocated 100% to Performance Shares to be granted as of July 21, 2014 and having a performance period anticipated to commence as of the date of Separation and continue through December 31, 2016;

▪	a restricted stock award under the Rayonier Incentive Stock Plan with a value of $3.0 million with a grant date as of July 21, 2014 and vesting on the fifth anniversary of Mr. Nunes start date;

▪	participation as a Tier 1 participant in the Rayonier Executive Severance Pay Plan (“Severance Plan”), which provides for specified severance payments in the event of a change in control, as more fully described in the Severance Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference;

▪	enhanced severance protection in an amount equal to Mr. Nunes’ annual base salary and target bonus in the event of termination of employment without cause or for good reason (including in the event Mr. Nunes is prevented from serving as Chief Executive Officer and President as a result of the Company’s failure to complete the Separation), for a period of two years following Mr. Nunes’ hire date;

▪	relocation benefits including a lump sum payment of $60,000 (grossed up for taxes), and other customary benefits provided to executives of the Company;

▪	participation in the Senior Executive Tax and Financial Planning Program with a reimbursement limit of $25,000 per year; and

▪	indemnification benefits by the Company pursuant to the Company’s standard indemnification agreement for its executive officers.

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