View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10 - K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
Commission file number 1-5057
A Delaware BOISE CASCADE CORPORATION I.R.S. Employer
Corporation 1111 West Jefferson Street Identification
P.O. Box 50 No. 82-0100960
Boise, Idaho 83728-0001
(208)384-6161
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $2.50 par value New York, Chicago, and
Pacific Stock Exchanges
American & Foreign Power Company Inc.
Debentures, 5% Series due 2030 New York Stock Exchange
Common Stock Purchase Rights New York, Chicago, and
Pacific Stock Exchanges
$2.35 Depositary Shares, evidenced by
Depositary Receipts for Series F,
Cumulative Preferred Stock New York Stock Exchange
$1.58 Depositary Shares, evidenced by
Depositary Receipts for Series G,
Conversion Preferred Stock New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
Cumulative Preferred Stock, Series F
Conversion Preferred Stock, Series G
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [X].
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the price at which the stock was sold as
of the close of business on February 29, 1995: $2,219,204,383
Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of the latest practicable date.
Shares Outstanding
Class as of February 29, 1996
Common Stock, $2.50 par value 47,812,211
Documents incorporated by reference
Listed hereunder are certain documents any portions of which are incorporated
by reference and the Parts of this Form 10-K into which such portions are
incorporated:
1. The registrant's annual report for the fiscal year ended December 31,
1995, portions of which are incorporated by reference into Parts I,
II, and IV of this Form 10-K, and
2. The registrant's definitive proxy statement dated March 6, 1996, for
use in connection with the annual meeting of shareholders to be held
on April 19, 1996, portions of which are incorporated by reference
into Part III of this Form 10-K.
BOISE CASCADE CORPORATION
TABLE OF CONTENTS
PART I
Item Page
1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . .
4. Submission of Matters to a Vote of Security Holders. . . . . . . . .
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . .
6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . .
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . .
8. Financial Statements and Supplementary Data. . . . . . . . . . . . .
9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . . . . .
PART III
10. Directors and Executive Officers of the Registrant . . . . . . . . .
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . .
12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13. Certain Relationships and Related Transactions . . . . . . . . . . .
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART I
Item 1. Business
As used in this annual report, the term "Company" includes Boise
Cascade Corporation and its consolidated subsidiaries and predecessors.
The terms "Boise Cascade" and "Company" refer, unless the context otherwise
requires, to Boise Cascade Corporation and its consolidated subsidiaries.
Boise Cascade Corporation is an integrated paper and forest products
company headquartered in Boise, Idaho, with operations located primarily in
the United States. The Company manufactures and distributes paper and
paper products, office products, and building products and owns and manages
timberland to support these operations. The Company was incorporated under
the laws of Delaware in 1931 under the name Boise Payette Lumber Company of
Delaware, as a successor to an Idaho corporation formed in 1913; in 1957,
its name was changed to its present form.
The Company is a participant with equity affiliates in connection
with certain of its businesses. The Company's principal investments in
affiliates include a 30% interest in Rumford Cogeneration Company Limited
Partnership, a 47% interest in Voyageur Panel, and a 25% interest in
Ponderosa Fibres of Washington. (See Note 9 of the Notes to Financial
Statements of the Company's 1995 Annual Report. This information is
incorporated herein by this reference.)
Financial information pertaining to each of the Company's industry
segments and to each of its geographic areas for the years 1995, 1994, and
1993 is presented in Note 10, "Segment Information," of the Notes to
Financial Statements of the Company's 1995 Annual Report and is
incorporated herein by this reference.
The Company's sales and income are affected by the industry supply of
product relative to the level of demand and by changing economic conditions
in the markets it serves. Demand for paper and paper products and for
office products correlates closely with real growth in the gross domestic
product. Paper and paper products operations are also affected by demand
in international markets and by inventory levels of users of these
products. The Company's building products businesses are dependent on
repair-and-remodel activity, housing starts, and commercial and industrial
building, which in turn are influenced by the availability and cost of
mortgage funds. Declines in building activity that may occur during winter
affect the Company's building products businesses. In addition, energy and
some operating costs may increase at facilities affected by cold weather.
However, seasonal influences are generally not significant.
The management practices followed by the Company with respect to
working capital conform to those of the paper and forest products industry
and common business practice in the United States.
The Company occasionally engages in acquisition discussions with
other companies and makes acquisitions from time to time. It is the
Company's policy to review its operations periodically and to dispose of
assets which fail to meet its criteria for return on investment or which
cease to warrant retention for other reasons. (See Notes 1, 6, and 9 of
the Notes to Financial Statements of the Company's 1995 Annual Report.
This information is incorporated herein by this reference.)
Paper and Paper Products
The products manufactured by the Company, made both from virgin and
recycled fibers, include uncoated business, printing, forms, and converting
papers; coated white papers for magazines, catalogs, and direct-mail
advertising; newsprint; containerboard; and market pulp. These products
are available for sale to the related paper markets, and certain of these
products are sold through the Company's office products distribution
operations. In addition, containerboard is used by the Company in the
manufacture of corrugated containers.
The Company is a major North American pulp and paper producer with 7
paper mills. The total annual practical capacity of the mills was
approximately 3.3 million tons at December 31, 1995. The Company's
products are sold to distributors and industrial customers primarily by the
Company's own sales personnel.
The Company's paper mills are supplied with pulp principally from the
Company's own integrated pulp mills. Pulp mills in the Northwest manu-
facture chemical pulp primarily from wood waste produced as a byproduct of
wood products manufacturing. Pulp mills in the Midwest, Northeast, and
South manufacture chemical, thermomechanical, and groundwood pulp mainly
from pulpwood logs and, to some extent, from purchased wood waste and pulp
from deinked recycled fiber. Wood waste is provided by Company sawmills
and plywood mills in the Northwest and, to a lesser extent, in the South,
and the remainder is purchased from outside sources.
In October 1994, Rainy River Forest Products Inc. (Rainy River), the
Company's former Canadian subsidiary, completed an initial public offering
of units of its equity and debt securities. As a result of the offering,
the Company owned 49% of the outstanding voting common shares and 60% of
the total equity of Rainy River. Rainy River was accounted for on the
equity method retroactive to January 1, 1994, in the Company's consolidated
financial statements and its results of operations were included in "Equity
in net income (loss) of affiliates." Rainy River owned and operated the
Company's former newsprint mill in Kenora, Ontario, Canada, an uncoated
groundwood paper mill in Fort Frances, Ontario, Canada, and a newsprint
mill in West Tacoma, Washington.
In November 1995, the Company divested its remaining interest in
Rainy River through Rainy River's merger with Stone-Consolidated
Corporation. At December 31, 1995, the Company holds approximately
6,600,000 shares of Stone-Consolidated Corporation's common stock
representing 6.4% of its outstanding common stock and 2,800,000 shares of
its redeemable preferred stock. The Company accounts for its holdings in
Stone-Consolidated Corporation on the cost method. (See Note 9 of the Notes
to Financial Statements of the Company's 1995 Annual Report. This
information is incorporated herein by this reference.)
The Company currently manufactures corrugated containers at 7 plants,
which have annual practical capacity of approximately 3.9 billion square
feet. The containers produced at the Company's plants are used to package
fresh fruit and vegetables, processed food, beverages, and many other
industrial and consumer products. The Company sells its corrugated
containers primarily through its own sales personnel. The Company is
building a full-line corrugated container plant in Utah, which is scheduled
for completion in mid-1996 and will replace an existing plant.
The following table sets forth sales volumes of paper and paper
products for the years indicated:
1995 1994 1993 1992 1991
Paper (thousands of short tons)
Uncoated free sheet 1,177 1,271 1,215 1,110 1,050
Containerboard 602 595 559 560 540
Coated papers 428 447 418 397 371
Newsprint(1) 416 415 860 831 838
Market pulp 217 212 205 260 284
Discontinued grades - - 299 319 319
______ ______ ______ ______ ______
2,840 2,940 3,556 3,477 3,402
(millions of square feet)
Corrugated Containers(2) 3,114 3,237 2,961 4,715 6,478
(1) Newsprint for 1995 and 1994 excludes production from Rainy River,
which was reported on the equity method from January 1, 1994, through
November 1, 1995. On November 1, 1995, Rainy River merged with
Stone-Consolidated Corporation.
(2) In mid-1992, the Company sold 11 of its corrugated container plants.
Office Products
In April 1995, the Company's wholly owned subsidiary, Boise Cascade
Office Products Corporation (BCOP), completed the initial public offering
of 5,318,750 shares of common stock at a price of $25 per share. After the
offering, the Company owned 82.7% of the outstanding BCOP common stock. At
December 31, 1995, the Company owned approximately 81.5% of the outstanding
BCOP common stock. (See Note 6 of the Notes to Financial Statements of the
Company's 1995 Annual Report. This information is incorporated herein by
this reference.)
BCOP distributes a broad line of items for the office, including
office and computer supplies, office and computer furniture, and photocopy
paper. All of the products sold by this segment are purchased from other
manufacturers or from industry wholesalers, except for copier and similar
papers, which are sourced primarily from the Company's paper operations.
BCOP sells these office products directly to corporate, government, and
other offices nationwide and, beginning in 1996, in Canada, as well as to
individuals, home offices, and small and medium-sized business offices in
the United States and Great Britain.
Customers with multisite locations across the country are often
serviced via national contracts that provide for consistent pricing and
product offerings and, if desired, summary billings, usage reporting, and
other special services. At December 31, 1995, BCOP operated 36
distribution centers. During 1995, BCOP completed or announced
acquisitions of 13 office products distribution businesses. These included
a national office products distributor in Canada, and office products
businesses in Ohio (two businesses), Virginia, Kentucky, Idaho, New York,
Missouri, Pennsylvania, Florida, Maine, Vermont, and Great Britain. BCOP's
distribution centers provide next-day delivery to substantially all
locations. The Company also operates four retail office supply stores in
Hawaii. The Canadian acquisition was completed in February 1996 and
included approximately 80 retail stores and 6 distribution centers.
The following table sets forth sales dollars for BCOP for the years
indicated:
1995 1994 1993 1992 1991
Sales (millions) $1,316 $ 909 $ 683 $ 672(1) $1,039
(1) Early in 1992, BCOP sold essentially all of its wholesale office
products distribution operations, enabling them to focus on the
consumer channel on a national basis. In 1991, sales of the
13 distribution centers and 1 minidistribution center that comprised
the wholesale operations were approximately $400 million.
Building Products
The Company is a major producer of lumber, plywood, and
particleboard, together with a variety of specialty wood products. The
Company also manufactures engineered wood products consisting of laminated
veneer lumber (LVL), which is a high-strength engineered structural lumber
product, and wood I-joists that incorporate the LVL technology. Most of
its production is sold to independent wholesalers and dealers and through
the Company's own wholesale building materials distribution outlets. The
Company's wood products are used primarily in housing, industrial
construction, and a variety of manufactured products. Wood products
manufacturing sales for 1995, 1994, and 1993 were $977 million,
$997 million, and $941 million.
The following table sets forth annual practical capacities of the
Company's wood products facilities as of December 31, 1995:
Number of
Mills(1) Practical Capacity
(millions)
Plywood 12 1,965 square feet (3/8" basis)
Lumber 11 725 board feet
Particleboard 1 196 square feet (3/4" basis)
Engineered Wood Products(2)(3) 1 6 cubic feet
(1) The Company closed a sawmill in Idaho in early 1995.
(2) The Company is constructing an LVL plant with 4.4 million cubic feet
of annual capacity in Alexandria, Louisiana. The plant will start up
in mid-1996.
(3) In 1995, the Company formed a joint venture to build an oriented
strand board (OSB) plant in Barwick, Ontario, Canada. The Company
owns 47% of the joint venture. The plant, with 400 million square
feet of annual capacity, will begin production in 1997.
The Company operates 11 wholesale building materials distribution
facilities. These operations market a wide range of building materials,
including lumber, plywood, particleboard, engineered wood products,
fiberboard siding, roofing, gypsum board, insulation, ceiling tile,
paneling, molding, windows, doors, builders' hardware, and related
products. These products are distributed to retail lumber dealers, home
centers specializing in the do-it-yourself market, and industrial custom-
ers. A portion (approximately 36% in 1995) of the wood products required
by the Company's Building Materials Distribution Division is provided by
the Company's manufacturing facilities, and the balance are purchased from
outside sources. In late 1995, the Company agreed to purchase land and
buildings in Albuquerque, New Mexico, to establish a wholesale building
materials distribution facility. The facility is expected to be
operational in early 1996.
The following table sets forth sales volumes of wood products and
sales dollars for engineered wood products and the building materials
distribution business for the years indicated:
1995 1994 1993 1992 1991
(millions)
Plywood (square feet - 3/8" basis) 1,865 1,894 1,760 1,788 1,621
Lumber (board feet) 711 754 760 805 815
Particleboard (square feet - 3/4" basis) 196 194 182 186 182
Engineered wood products
(sales dollars) $ 88 $ 82 $ 71 $ 38 $ 13
Building materials distribution
(sales dollars) $598 $657 $590 $447 $328
Timber Resources
Boise Cascade owns or controls approximately 3.1 million acres of
timberland in North America. The amount of timber harvested each year by
the Company from its timber resources, compared with the amount it
purchases from outside sources, varies according to the price and supply of
timber for sale on the open market and according to what the Company deems
to be in the interest of sound management of its timberlands. During 1995,
the Company's mills processed approximately 1.1 billion board feet of
sawtimber and 2.0 million cords of pulpwood; 36% of the sawtimber and 37%
of the pulpwood were harvested from the Company's timber resources, and the
balance was acquired from various private and government sources.
Approximately 75% of the 1.2 million bone-dry tons of softwood and hardwood
chips consumed by the Company's Northwest pulp and paper mills in 1995 were
provided from the Company's Northwest wood products manufacturing
facilities as residuals from the processing of solid wood products and from
a whole-log chipping facility. Of the 726 bone-dry tons of residual chips
used in the South, 46% were provided by the Company's Southern wood
products manufacturing facilities.
At December 31, 1995, the acreages of owned or controlled timber
resources by geographic area and the approximate percentages of total fiber
requirements available from the Company's respective timber resources in
these areas and from the residuals from processed purchased logs are shown
in the following table.
New
Northwest Midwest England South Total
(thousands of acres)
Fee 1,329 308 667 419 2,723
Leases and contracts 49 - - 290 339
______ ______ ______ ______ ______
Total 1,378(1) 308(2) 667(2) 709(3) 3,062(4)
Approximate percentage of total
fiber requirements available
from: (5)
Owned and controlled timber
resources 22% 22% 57% 26% 27%
Residuals from processed
purchased logs 17 - - 7 10
______ ______ ______ ______ ______
Total 39% 22% 57% 33% 37%
(1) Principally sawtimber.
(2) Principally pulpwood.
(3) Sawtimber and pulpwood.
(4) On December 31, 1995, the Company's inventory of merchantable
sawtimber was approximately 9.0 billion board feet, and its inventory
of pulpwood was approximately 15.9 million cords.
(5) Assumes harvesting of Company-owned and controlled timber resources
on a sustained timber yield basis and operation of the Company's
paper and wood products manufacturing facilities at practical
capacity. Percentages shown represent weighted average consumption
on a cubic volume basis.
Long-term leases generally provide the Company with timber harvesting
rights and carry with them the responsibility for management of the
timberlands. The average remaining life of all leases and contracts is in
excess of 40 years. In addition, the Company has an option to purchase
approximately 203,000 acres of the timberland it currently has under leases
and contracts in the South.
The Company seeks to maximize the utilization of its timberlands
through efficient management so that the timberlands will provide a
continuous supply of wood for future needs. Site preparation, planting,
fertilizing, thinning, and logging techniques are continually improved
through a variety of methods, including genetic research and
computerization.
The Company assumes substantially all risks of loss from fire and
other casualties on all the standing timber it owns, as do most owners of
timber tracts in the U.S.
Additional information pertaining to the Company's timber resources
is presented under the caption "Timber Supply" of the Financial Review of
the Company's 1995 Annual Report. This information is incorporated herein
by this reference.
Competition
The markets served by the Company are highly competitive, with
various substantial companies operating in each. The Company competes in
its markets principally through price, service, quality, and value-added
products and services.
Environmental Issues
The Company's discussion of environmental issues is presented under
the caption "Environmental Issues" of the Financial Review of the Company's
1995 Annual Report. This information is incorporated herein by this
reference.
Employees
As of December 31, 1995, the Company and its subsidiaries had 17,820
employees, 7,445 of whom were covered under collective bargaining
agreements. Major negotiations concluded for 1995, included the Company's
pulp and paper mills in Rumford, Maine, and Jackson, Alabama. These
facilities ratified new six-year contracts that expire in 2001.
Among the negotiations scheduled for 1996 are labor contracts
covering the Company's wood products facilities in Oakdale, Louisiana;
Florien, Louisiana; and Fisher, Louisiana.
Identification of Executive Officers
The information with respect to the executive officers of the
registrant, which is set forth in Item 10 of this annual report on
Form 10-K, is incorporated into this Part I by this reference.
Capital Investment
The Company's capital expenditures in 1995 were $428 million,
compared with $272 million in 1994 and $221 million in 1993. Details of
1995 spending by segment and by type are as follows:
Replacement,
Quality/ Timber and Environmental,
Expansion Efficiency(1)Timberlands and Other Total
(expressed in millions)
Paper and paper products $ 84 $ 71 $ - $ 88 $ 243
Office products(2) 81 8 - 14 103
Building products 38 14 - 17 69
Timber and timberlands - - 6 - 6
Other 2 - - 5 7
_____ _____ _____ _____ _____
Total $ 205 $ 93 $ 6 $ 124 $ 428
(1) Quality and efficiency projects include quality improvements,
modernization, energy, and cost-saving projects.
(2) Capital expenditures include acquisitions made by BCOP through the
issuance of common stock.
The level of capital investment in 1996 is expected to be about
$400 million, excluding acquisitions and any spending related to the new
paper machine at the Jackson, Alabama, facility which is expected to be
funded by a joint venture to be formed with the Brazilian pulp and paper
company, Suzano de Papel e Celulose. The 1996 capital budget will be
allocated to cost-saving, modernization, expansion, replacement,
maintenance, environmental, and safety projects.
Energy
The paper and paper products segment is the primary energy user of
the Company. Self-generated energy sources in this segment, such as wood
wastes, pulping liquors, and hydroelectric power, provided 52% of total
1995 energy requirements, compared with 59% in 1994 and 55% in 1993. The
energy requirements fulfilled by purchased sources in 1995 were as follows:
natural gas, 58%; electricity, 30%; residual fuel oil, 11%; and other
sources, 1%.
Item 2. Properties
The Company owns substantially all of its non-office products
operating facilities. Regular maintenance, renewal, and new construction
programs have preserved the operating suitability and adequacy of those
properties. The majority of the office products facilities are rented
under operating leases.
Following is a list of the Company's facilities by segment as of
December 31, 1995. Information concerning timber resources is presented in
Item 1 of this Form 10-K.
Paper and Paper Products
7 pulp and paper mills located in Alabama, Louisiana, Maine, Minnesota,
Oregon, and Washington (2). In late 1995, a decision was made to
reconfigure the Company's Vancouver, Washington, pulp and paper mill and
reduce, over time, its production.
6 regional service centers located in California, Georgia, Illinois,
New Jersey, Oregon, and Texas.
1 converting facility located in Oregon.
7 corrugated container plants located in Idaho (2), Nevada, Oregon, Utah,
and Washington (2).
Office Products
31 contract stationer distribution centers located in Arizona,
California (2), Colorado, Connecticut, Florida (2), Georgia, Hawaii, Idaho,
Illinois, Kentucky, Maryland, Massachusetts, Michigan, Minnesota,
Missouri (2), New Jersey, New York, Ohio (2), Oregon, Pennsylvania (2),
South Carolina, Texas (2), Utah, Virginia, and Washington.
5 direct-mail distribution facilities located in Delaware, Georgia,
Illinois, Nevada, and Great Britain.
4 retail outlets located in Hawaii.
Building Products
11 sawmills located in Alabama, Idaho (2), Louisiana, Oregon (4), and
Washington (3).
12 plywood and veneer plants located in Idaho, Louisiana (2), Oregon (7),
and Washington (2).
1 particleboard plant located in Oregon.
1 engineered wood products plant located in Oregon.
1 wood beam plant located in Idaho.
11 wholesale building materials units located in Arizona, Colorado (2),
Idaho (2), Montana, Utah, and Washington (4).
Item 3. Legal Proceedings
The Company has been notified that it is a "potentially responsible
party" under the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA) or similar federal and state laws with respect to a
number of sites where hazardous substances or other contaminants are
located. In 1993, the Company filed a lawsuit in State District Court in
Boise, Idaho, against its current and previous insurance carriers seeking
insurance coverage for response costs the Company has incurred or may incur
at these sites. The Company has settled with most carriers and a trial has
been set to begin June 3, 1996, involving those companies who remain in the
case. The Company cannot predict with certainty the total response and
remedial costs, the Company's share of the total costs, the extent to which
contributions will be available from other parties, the amount of time
necessary to complete the cleanups, or the availability of insurance
coverage. However, based on the Company's investigations, the Company's
experience with respect to cleanup of hazardous substances, the fact that
expenditures will, in many cases, be incurred over extended periods of
time, and the number of solvent potentially responsible parties, the
Company does not presently believe that the known actual and potential
response costs will, in the aggregate, have a material adverse effect on
its financial condition or the results of operations.
On December 7, 1995, the Company entered into a consent decree with
the Yakima County, Washington, Clean Air Authority (YCCAA) to resolve air
emission issues involving the Yakima Timber and Wood Products facility.
The consent decree required the Company to pay the YCCAA approximately
$125 thousand and provided for a period of time in which to study methods
to reduce certain air emissions from the facility.
The Company is involved in other litigation and administrative
proceedings primarily arising in the normal course of its business. In the
opinion of management, the Company's recovery, if any, or the Company's
liability, if any, under any pending litigation or administrative
proceeding, including that described in the preceding paragraphs would not
materially affect its financial condition or operations.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The Company's common stock is listed on the New York, the Chicago,
and the Pacific Stock Exchanges. The high and low sales prices for the
Company's common stock, as well as the frequency and amount of dividends
paid on such stock, is included in Note 11, "Quarterly Results of
Operations (unaudited)," of the Notes to Financial Statements in the
Company's 1995 Annual Report. Additional information concerning dividends
on common stock is presented under the caption "Dividends" of the Financial
Review section of the Company's 1995 Annual Report, and information
concerning restrictions on the payments of dividends is included in Note 3,
"Debt," of the Notes to Financial Statements in the Company's 1995 Annual
Report. The approximate number of common shareholders, based upon actual
record holders at year-end, is presented under the caption "Financial
Highlights" of the Company's 1995 Annual Report. The information under
these captions is incorporated herein by this reference.
Shareholder Rights Plan
Pursuant to the shareholder rights plan adopted in December 1988 and
as amended in September 1990, holders of common stock received a
distribution of one right for each common share held. The rights become
exercisable ten days after a person or group acquires 15% of the Company's
outstanding voting securities or ten business days after a person or group
commences or announces an intention to commence a tender or exchange offer
that could result in the acquisition of 15% of these securities. If a
person acquires 15% or more of the Company's outstanding voting securities,
on the tenth day thereafter, unless this time period is extended by the
board of directors, each right would, subject to certain adjustments and
alternatives, entitle the rightholder to purchase common stock of the
Company or the acquiring company having a market value of twice the $175
exercise price of the right (except that the acquiring person or group and
other related holders would not be able to purchase common stock of the
Company on these terms). The rights are nonvoting, may be redeemed by the
Company at a price of 1 cent per right at any time prior to the tenth day
after an individual or group acquires 15% of the Company's voting stock,
unless extended, and expire in 1998. Additional details are set forth in
the Amended and Restated Rights Agreement filed as Exhibit 1 in the
Company's Form 8-K with the Securities and Exchange Commission on
September 25, 1990.
Item 6. Selected Financial Data
The following table sets forth selected financial data of the Company
for the years indicated and should be read in conjunction with the
disclosures in Item 7 and Item 8 of this Form 10-K:
1995 1994 1993 1992 1991
(expressed in millions, except
per-common-share amounts)
Assets
Current assets $1,313 $ 918 $ 887 $ 866 $ 933
Property and equipment, net 2,604 2,494 3,010 3,067 3,163
Other 739 882 616 627 633
______ ______ ______ ______ ______
$4,656 $4,294 $4,513 $4,560 $4,729
Liabilities and
Shareholders' Equity
Current liabilities $ 770 $ 658 $ 688 $ 750 $ 651
Long-term debt, less
current portion 1,365 1,625 1,593 1,680 1,916
Guarantee of ESOP debt 214 231 247 262 275
Minority interest 68 - - - -
Other 545 415 480 510 439
Shareholders' equity 1,694 1,365 1,505 1,358 1,448
______ ______ ______ ______ ______
$4,656 $4,294 $4,513 $4,560 $4,729
Net sales $5,074 $4,140 $3,958 $3,716 $3,950
Income (loss) before accounting
change 352 (63) (77) (154) (79)
Net income (loss) 352 (63) (77) (227) (79)
Net income (loss) per common share
Primary
Income (loss) before
accounting change $ 5.93 $(3.08) $(3.17) $(4.79) $(2.46)
Effect of net accounting
change (1) - - - (1.94) -
______ ______ ______ ______ ______
$ 5.93 $(3.08) $(3.17) $(6.73) $(2.46)
Fully diluted (2)
Income (loss) before
accounting change $ 5.39 $(3.08) $(3.17) $(4.79) $(2.46)
Effect of net accounting
change (1) - - - (1.94) -
______ ______ ______ ______ ______
$ 5.39 $(3.08) $(3.17) $(6.73) $(2.46)
Cash dividends declared
per common share $ .60 $ .60 $ .60 $ .60 $ 1.29
(1) Consists of a one-time noncash charge of $73 million, or $1.94 per
share, for the adoption of Financial Accounting Standards Board
requirements to accrue postretirement benefits other than pensions.
(2) The computation of fully diluted net loss per common share was
antidilutive in the years 1994, 1993, 1992, and 1991; therefore, the
amounts reported for primary and fully diluted loss per share are the
same.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's discussion and analysis of financial condition and
results of operations are presented under the caption "Financial Review" of
the Company's 1995 Annual Report and are incorporated herein by this
reference.
Item 8. Financial Statements and Supplementary Data
The Company's consolidated financial statements and related notes,
together with the report of the independent public accountants, are
presented in the Company's 1995 Annual Report and are incorporated herein
by this reference. Selected quarterly financial data is presented in
Note 11, "Quarterly Results of Operations (unaudited)," of the Notes to
Financial Statements in the Company's 1995 Annual Report and is incor-
porated herein by this reference.
The consolidated income statement for the three months ended
December 31, 1995, is presented in the Company's Fact Book for the fourth
quarter of 1995 and is incorporated herein by this reference.
The 10.125% Notes issued in December 1990, the 9.85% Notes issued in
June 1990, the 9.9% Notes issued in March 1990, and the 9.45% Debentures
issued in October 1989 each contain a provision under which in the event of
the occurrence of both a designated event, as defined, and a rating
decline, as defined, the holders of these securities may require the
Company to redeem the securities.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
The directors and nominees for directors of the Company are presented
under the caption "Election of Directors" in the Company's definitive proxy
statement dated March 6, 1996. All of the nominees are presently
directors. This information is incorporated herein by this reference.
Executive Officers as of February 29, 1996
Date First
Elected as
Name Age Position or Office an Officer
George J. Harad(1) 51 Chairman of the Board and
Chief Executive Officer 5/11/82
Peter G. Danis Jr.(2) 64 Executive Vice President 7/26/77
Theodore Crumley 50 Senior Vice President and
Chief Financial Officer 5/10/90
A. Ben Groce 54 Senior Vice President 2/8/91
Alice E. Hennessey 59 Senior Vice President 10/28/71
Terry R. Lock 54 Senior Vice President 2/17/77
Richard B. Parrish 57 Senior Vice President 2/27/80
N. David Spence 60 Senior Vice President 12/8/87
A. James Balkins III 43 Vice President, Associate
General Counsel, and
Corporate Secretary 9/5/91
J. Ray Barbee 48 Vice President 9/26/89
Stanley R. Bell 49 Vice President 9/25/90
John C. Bender 55 Vice President 2/13/90
Charles D. Blencke 52 Vice President 12/11/92
Tom E. Carlile 44 Vice President and
Controller 2/4/94
Gary M. Curtis 45 Vice President 9/28/95
J. Michael Gwartney 55 Vice President 4/25/89
John W. Holleran 41 Vice President and
General Counsel 7/30/91
H. John Leusner 60 Vice President 12/11/92
Irving Littman 55 Vice President and
Treasurer 11/1/84
Jeffrey G. Lowe 54 Vice President 12/11/92
Christopher C.
Milliken(3) 50 Vice President 2/3/95
Carol B. Moerdyk(4) 45 Vice President 5/10/90
Terry M. Plummer 42 Vice President 9/28/95
D. Ray Ryden 62 Vice President 4/26/88
Donald F. Smith 54 Vice President 12/8/87
J. Kirk Sullivan 60 Vice President 9/30/81
Gary M. Watson 48 Vice President 2/5/93
(1) Chairman of the Board, Boise Cascade Office Products Corporation
(2) President and Chief Executive Officer, Boise Cascade Office Products
Corporation
(3) Senior Vice President, Operations, Boise Cascade Office Products
Corporation
(4) Senior Vice President and Chief Financial Officer, Boise Cascade
Office Products Corporation
All of the officers named above except A. Ben Groce and Gary M.
Watson have been employees of the registrant or one of its subsidiaries for
at least five years. Mr. Groce rejoined the Company in 1991 after
resigning in June 1989. Prior to his resignation, he had served as an
officer of the Company since December 1987. Mr. Watson joined Boise
Cascade in 1992 as director of the Company's Paper Research and Development
Center in Portland, Oregon.
Gary M. Curtis was elected a vice president in September 1995. Mr.
Curtis received a A.S. degree in pulp and paper technology from the
University of Maine in 1971. He also received a B.S. degree from the
University of Maine in 1973. In 1988, Mr. Curtis attended the Harvard
Program for Management Development at Harvard University. He joined the
Company in 1982 and has held various positions in the Company's paper
division.
Terry M. Plummer was elected a vice president in September 1995. Mr.
Plummer received a B.A. degree in economics and political science from
Willamette University in 1974. In 1981, he received an M.B.A. degree with
distinction from Harvard University. Mr. Plummer joined the Company in 1981.
Prior to his current position in Marketing and Planning in the Company's
paper division, he was the director of research and development.
Item 11. Executive Compensation
Information concerning compensation of the Company's executive
officers for the year ended December 31, 1995, is presented under the
caption "Compensation Tables" in the Company's definitive proxy statement
dated March 6, 1996. This information is incorporated herein by this
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Information concerning the security ownership of certain benefi-
cial owners as of December 31, 1995, is set forth under the
caption "Beneficial Ownership" in the Company's definitive proxy
statement dated March 6, 1996, and is incorporated herein by
this reference.
(b) Information concerning security ownership of management as of
December 31, 1995, is set forth under the caption "Security
Ownership of Directors and Executive Officers" in the Company's
definitive proxy statement dated March 6, 1996, and is incorpo-
rated herein by this reference.
Item 13. Certain Relationships and Related Transactions
Information concerning certain relationships and related
transactions during 1995 is set forth under the caption "Consulting and
Legal Services" in the Company's definitive proxy statement dated March 6,
1996, and is incorporated herein by this reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as a part of this annual
report on Form 10-K for Boise Cascade Corporation and
subsidiaries:
(1) Financial Statements
(i) The Income Statement for the three months ended
December 31, 1995, is incorporated herein by this
reference from the Company's Fact Book for the
fourth quarter of 1995.
(ii) The Financial Statements, the Notes to Financial
Statements, and the Report of Independent Public
Accountants listed below are incorporated herein
by this reference from the Company's 1995 Annual
Report.
- Balance Sheets as of December 31, 1995 and
1994.
- Statements of Income (Loss) for the years
ended December 31, 1995, 1994, and 1993.
- Statements of Cash Flows for the years ended
December 31, 1995, 1994, and 1993.
- Statements of Shareholders' Equity for the
years ended December 31, 1995, 1994, and 1993.
- Notes to Financial Statements.
- Report of Independent Public Accountants.
(2) Financial Statement Schedules.
None required.
(3) Exhibits.
A list of the exhibits required to be filed as part of
this report is set forth in the Index to Exhibits, which
immediately precedes such exhibits, and is incorporated
herein by this reference.
(b) Reports on Form 8-K.
The Company filed a Form 8-K with the Securities and Exchange
Commission on January 18, 1996, to file a copy of its
announcement of fourth quarter income. The Form 8-K also
reports the ratio of earnings to fixed charges.
The Company filed a Form 8-K with the Securities and Exchange
Commission on November 14, 1995, to report unaudited pro forma
financial information giving effect to the merger of Rainy River
Forest Products Inc. and Stone-Consolidated Corporation. The
Form 8-K also included the news release issued by the Company
announcing the completion of the merger of Rainy River and
Stone-Consolidated Corporation.
(c) Exhibits.
See Index to exhibits.
For the purpose of complying with the rules governing Form S-8 under
the Securities Act of 1933, the undersigned registrant hereby
undertakes as follows, which undertaking shall be incorporated by
reference into registrant's Registration Statements on Form S-8
Nos. 33-47892 (filed May 14, 1992), 33-28595 (filed May 8, 1989),
33-21964 (filed June 6, 1988), 33-31642 (filed November 7, 1989),
33-45675 (filed February 12, 1992), and 33-62263 (filed August 31,
1995):
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Boise Cascade Corporation
By George J. Harad
George J. Harad
Chairman of the Board and
Chief Executive Officer
Dated: March 15, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 15, 1996.
Signature Capacity
(i) Principal Executive Officer:
George J. Harad Chairman of the Board and
George J. Harad Chief Executive Officer
(ii) Principal Financial Officer:
Theodore Crumley Senior Vice President and
Theodore Crumley Chief Financial Officer
(iii) Principal Accounting Officer
Tom E. Carlile Vice President
Tom E. Carlile and Controller
(iv) Directors:
George J. Harad A. William Reynolds
George J. Harad A. William Reynolds
Anne L. Armstrong Jane E. Shaw
Anne L. Armstrong Jane E. Shaw
Robert E. Coleman Frank A. Shrontz
Robert E. Coleman Frank A. Shrontz
Robert K. Jaedicke Edson W. Spencer
Robert K. Jaedicke Edson W. Spencer
James A. McClure Robert H. Waterman, Jr.
James A. McClure Robert H. Waterman, Jr.
Paul J. Phoenix Ward W. Woods, Jr.
Paul J. Phoenix Ward W. Woods, Jr.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated January 26, 1996, included or
incorporated by reference in this Form 10-K for the year ended December 31,
1995, into Boise Cascade Corporation's previously filed post-effective
amendment No. 1 to Form S-8 registration statement (File No. 33-28595); the
registration statement on Form S-8 (File No. 33-47892); post-effective
amendment No. 1 to Form S-8 registration statement (File No. 33-21964); the
registration statement on Form S-8 (File No. 33-31642); the registration
statement on Form S-8 (File No. 33-45675); the registration statement on
Form S-3 (File No. 33-54533); the registration statement on Form S-3 (File
No. 33-55396); and the registration statement on Form S-8 (File
No. 33-62263).
ARTHUR ANDERSEN LLP
Boise, Idaho
March 15, 1996
BOISE CASCADE CORPORATION
INDEX TO EXHIBITS
Filed with the Annual Report
on Form 10-K for the
Year Ended December 31, 1995
Page
Number Description Number(1)
2 Inapplicable -
3.1 (2) Restated Certificate of Incorporation, as amended -
3.2 (3) Certificate of Designation of Convertible Preferred
Stock, Series D, dated July 10, 1989 -
3.3 (4) Bylaws, as amended, September 29, 1994 -
3.4 (5) Certificate of Designation of Cumulative Preferred
Stock, Series F, dated January 29, 1993 -
3.5 (6) Certificate of Designation of Conversion Preferred
Stock, Series G, dated September 17, 1993 -
4.1 (7) Trust Indenture between Boise Cascade Corporation and
Morgan Guaranty Trust Company of New York, Trustee,
dated October 1, 1985, as amended -
4.2 (8) 1994 Revolving Loan Agreement -- $600,000,000, dated
April 15, 1994, as amended July 10, 1995 -
4.3 (9) Shareholder Rights Plan, as amended September 25, 1990 -
9 Inapplicable -
10.1 Key Executive Performance Plan for Executive Officers,
as amended through December 7, 1995, with the 1995 and
1996 Performance Criteria
10.2 1986 Executive Officer Deferred Compensation Plan,
as amended through December 7, 1995
10.3 1983 Board of Directors Deferred Compensation Plan,
as amended through December 7, 1995
10.4 1982 Executive Officer Deferred Compensation Plan,
as amended through December 7, 1995
10.5 (5) Executive Officer Severance Pay Policy -
10.6 Supplemental Early Retirement Plan for Executive Officers,
as amended through December 7, 1995
10.7 (10) Boise Cascade Corporation Supplemental Pension Plan,
effective as of January 1, 1994 -
10.8 1987 Board of Directors Deferred Compensation Plan,
as amended through December 7, 1995
10.9 1984 Key Executive Stock Option Plan and Forms of
Agreement, as amended through February 1, 1996
10.10 (5) Executive Officer Group Life Insurance Plan description -
10.11 Executive Officer 1980 Split-Dollar Life Insurance Plan,
as amended through December 7, 1995
10.12 Forms of Agreements with Executive Officers, as amended
through December 7, 1995
10.13 (5) Supplemental Health Care Plan for Executive Officers -
10.14 (5) Nonbusiness Use of Corporate Aircraft Policy, as amended -
10.15 (5) Executive Officer Financial Counseling Program
description -
10.16 (5) Family Travel Program description -
10.17 (5) Form of Directors' Indemnification Agreement -
10.18 (11) Deferred Compensation and Benefits Trust, as amended by
the Form of Third Amendment dated December 7, 1995
10.19 Director Stock Compensation Plan, as amended through
December 7, 1995
10.20 Boise Cascade Corporation Director Stock Option Plan,
as amended through December 7, 1995
10.21 1995 Executive Officer Deferred Compensation Plan,
effective January 1, 1996
10.22 1995 Board of Directors Deferred Compensation Plan,
effective January 1, 1996
10.23 Boise Cascade Corporation 1995 Split-Dollar Life Insurance
Plan, as amended through December 7, 1995
11 Inapplicable -
12 Ratio of Earnings to Fixed Charges
13.1 Incorporated sections of the Boise Cascade Corporation
1995 Annual Report
13.2 Incorporated sections of the Boise Cascade Corporation
Fact Book for the fourth quarter of 1995
16 Inapplicable -
18 Inapplicable -
21 Significant subsidiaries of the registrant
22 Inapplicable -
23 Consent of Arthur Andersen LLP (See page __)
24 Inapplicable -
27 Financial Data Schedule
28 Inapplicable -
99 Inapplicable -
(1) This information appears only in the manually signed original of the
Annual Report on Form 10-K.
(2) Exhibit 3.1 was filed under the same exhibit number in the Company's
1987 Annual Report on Form 10-K and is incorporated herein by this
reference.
(3) The Certificate of Designation of Convertible Preferred Stock, Series D,
dated July 10, 1989, was filed as Exhibit 4.4 in the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1989, and is
incorporated herein by this reference.
(4) The Bylaws, as amended September 29, 1994, were filed as Exhibit 3 in
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, and are incorporated herein by this reference.
(5) Exhibits 3.4, 10.5, 10.10, 10.13, 10.14, 10.15, 10.16, and 10.17 were
filed under the same exhibit numbers in the Company's 1993 Annual Report
on Form 10-K and are incorporated herein by this reference.
(6) The Certificate of Designation of Conversion Preferred Stock, Series G,
dated September 17, 1993, was filed as Exhibit 3.6 in the Company's 1993
Annual Report on Form 10-K and is incorporated herein by this reference.
(7) The Trust Indenture between Boise Cascade Corporation and Morgan
Guaranty Trust Company of New York, Trustee, dated October 1, 1985, as
amended, was filed as Exhibit 4 in the Registration Statement on
Form S-3 No. 33-5673, filed May 13, 1986. The First Supplemental
Indenture, dated December 20, 1989, to the Trust Indenture between Boise
Cascade Corporation and Morgan Guaranty Trust Company of New York,
Trustee, dated October 1, 1985, was filed as Exhibit 4.2 in the Pre-
Effective Amendment No. 1 to the Registration Statement on Form S-3 No.
33-32584, filed December 20, 1989. The Second Supplemental Indenture,
dated August 1, 1990, to the Trust Indenture was filed as Exhibit 4.1 in
the Company's Current Report on Form 8-K filed on August 10, 1990. Each
of the documents referenced in this footnote is incorporated herein by
this reference.
(8) The 1994 Revolving Loan Agreement was filed as Exhibit 4.2 in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994, and is incorporated herein by this reference. The Form of First
Amendment to the 1994 Revolving Loan Agreement was filed as Exhibit 4 in
the Company's Form 10-Q for the quarter ended June 30, 1995, and is
incorporated herein by this reference.
(9) The Rights Agreement, dated as of December 13, 1988, as amended
September 25, 1990, was filed as Exhibit 1 in the Company's Form 8-K
filed with the Securities and Exchange Commission on September 25, 1990,
and is incorporated herein by this reference.
(10) Exhibit 10.7 was filed under the same exhibit number in the Company's
1994 Annual Report on Form 10-K and is incorporated herein by this
reference.
(11) The Deferred Compensation and Benefits Trust, as amended and restated
December 1, 1988, together with Amendment No. 1 dated December 15, 1988,
and Amendment No. 2 dated June 30, 1989, were filed under the same
exhibit number in the Company's 1993 Annual Report on Form 10-K and are
incorporated herein by this reference.
BOISE CASCADE CORPORATION
KEY EXECUTIVE PERFORMANCE PLAN
FOR EXECUTIVE OFFICERS
(As Amended Through December 7, 1995)
BOISE CASCADE CORPORATION
KEY EXECUTIVE PERFORMANCE PLAN FOR EXECUTIVE OFFICERS
1. Purpose of the Plan. The Boise Cascade Corporation
Key Executive Performance Plan for Executive Officers (the
"Plan") is designed to recognize the contribution made by
Executive Officers in optimizing the long-term value to the
shareholders of Boise Cascade Corporation (the "Company") and
to provide Plan participants with an opportunity to supplement
their retirement income through deferrals of awards made under
the Plan. The Plan is intended to be subject to and comply
with the requirements of the Employee Retirement Income
Security Act of 1974, as amended (ERISA) , and is an unfunded
plan providing deferred compensation for a select group of
senior management or highly compensated employees.
2. Definitions. For purposes of this Plan, the
following terms shall have the meanings set forth below:
2.1 "Award" or "Corporate Performance Award" shall
mean a payment made under the Plan, or a payment earned but
deferred according to the terms of a Participant's deferral
election under Section 8 of this Plan, based on the Corporate
Performance Award Criteria ("Criteria") and/or the Division or
Location Performance Measures ("Measures") applicable to the
Award Period for which the Award is made. Within 90 days of
the beginning of each Award Period, the Committee shall
establish the specific Criteria and/or Measures to be achieved
by the Company in order for Participants to earn a Corporate
Performance Award. The Committee shall establish a
mathematical formula pursuant to which an Award, equal to a
specified percentage of a Participant's salary, shall be
earned upon the attainment of specific levels of the
applicable Criteria and/or Measures. This formula may take
into account Criteria and/or Measures achieved in prior Award
Periods. The Criteria and/or Measures and formula, once
established, shall continue for subsequent Award Periods
unless modified by the Committee. The Criteria and/or
Measures applicable to an Award Period, and the formula
pursuant to which Award amounts shall be determined, shall be
selected and published within 90 days from the beginning of
the Award Period. No Award may be paid to a Participant in
excess of $2.5 million for any single Award Period. In the
event an Award is earned under the Criteria and/or Measures in
effect for an Award Period in excess of $2.5 million, the
amount of the Award in excess of this amount shall be deferred
in accordance with Section 8 of this Plan.
2.2 "Award Period" shall mean a period of one year,
commencing each January 1 and ending on the following
December 31.
2.3 "Base Salary" shall mean a Participant's annual
pay rate at the end of the Award Period without taking into
account (i) any deferrals of income, (ii) any incentive
compensation, or (iii) any other benefits paid or provided
under any of the Company's other employee benefit plans.
2.4 "Capital" shall mean the net investment
employed in the operations of the Company, adjusted for LIFO
inventory, present value of operating leases, goodwill
amortization, major capital projects, and major nonrecurring
adjustments.
2.5 "Capital Charge" shall mean the deemed
opportunity cost of employing Capital for the Company
calculated as follows: Capital Charge = average Capital x
Pretax Required Rate of Return.
2.6 "Change in Control" shall mean a Change in
Control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), or any successor provisions, whether
or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change
in Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or
its affiliates other than in connection with the acquisition
by the Company or its affiliates of a business) representing
20% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the
Company's then outstanding securities; or
(b) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of
directors then serving: individuals who, on the date hereof,
constitute the Board and any new director (other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or
election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either
were directors on the date hereof or whose appointment,
election, or nomination for election was previously so
approved (the "Continuing Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation or approve the issuance of voting securities of
the Company in connection with a merger or consolidation of
the Company (or any direct or indirect subsidiary of the
Company) pursuant to applicable stock exchange requirements,
other than (i) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, at least 66 2/3% of the combined voting
power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company or its subsidiaries other than in
connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding
securities; or
(d) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or
an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets, other than a
sale or disposition by the Company of all or substantially all
of the Company's assets to an entity, at least 66 2/3% of the
combined voting power of the voting securities of which are
owned by Persons in substantially the same proportions as
their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a Change in
Control of the Company (a "Transaction") shall not constitute
a Change in Control of the Company if, in connection with the
Transaction, a Participant participates as an equity investor
in the acquiring entity or any of its affiliates (the
"Acquiror"). For purposes of the preceding sentence, a
Participant shall not be deemed to have participated as an
equity investor in the Acquiror by virtue of (i) obtaining
beneficial ownership of any equity interest in the Acquiror as
a result of the grant to a Participant of an incentive
compensation award under one or more incentive plans of the
Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation
awards of the Company into incentive compensation awards of
the Acquiror), on terms and conditions substantially
equivalent to those applicable to other executives of the
Company immediately prior to the Transaction, after taking
into account normal differences attributable to job
responsibilities, title, and the like; (ii) obtaining
beneficial ownership of any equity interest in the Acquiror on
terms and conditions substantially equivalent to those
obtained in the Transaction by all other stockholders of the
Company; or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of
the Transaction.
For purposes of this section, "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.7 "Committee" shall mean the Executive
compensation Committee of the board of directors of the
Company.
2.8 "Corporate Performance Award Criteria" shall
mean the attainment of specified levels of Return on Equity
("ROE"), Return on Total Capital ("ROTC"), Economic Value
Added ("EVA"), Earnings Per Share ("EPS"), and/or Net Income
("NI") selected by the Committee.
2.9 "Deferred Compensation and Benefits Trust"
shall mean the irrevocable trust established by the Company
with an independent trustee for the benefit of persons
entitled to receive payments or benefits hereunder, the assets
of which trust will be subject to claims of the Company's
creditors in the event of bankruptcy or insolvency.
The Deferred Compensation and Benefits Trust
shall contain the following provisions:
(a) If a Change in Control of the Company does
not occur within one year after the Potential Change in
Control, the Company may reclaim the assets transferred to the
trustee subject to the requirement that it be again funded
upon the occurrence of another Potential Change in Control.
(b) Upon a Change in Control, the assets of
the Deferred Compensation and Benefits Trust shall be used to
pay benefits under this Plan, except to the extent such
benefits are paid by the Company, and the Company and any
successor shall continue to be liable for the ultimate payment
of those benefits.
(c) The Deferred Compensation and Benefits
Trust will be terminated upon the exhaustion of the trust
assets or upon payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits
Trust shall contain other appropriate terms and conditions
consistent with the purposes sought to be accomplished by it.
Prior to a Change in Control, the Deferred Compensation and
Benefits Trust may be amended from time to time by the
Company, but no such amendment may substantially alter any of
the provisions set out in the preceding paragraphs.
2.10 "Division or Location Performance Measures"
shall mean the attainment by division(s) and/or location(s)
(at the division and/or location level) of specified levels of
Pretax Return on Total Capital ("PROTC"), EVA, safety,
quality, costs, operating efficiency, sales, production,
and/or product mix as determined by the Committee.
2.11 "Earnings Per Share" shall mean the Company's
Net Income and excluding preferred dividends, divided by
average shares outstanding as reported in the Company's
published financial statements, and adjusted for major
nonrecurring and nonoperating expense and income items, as
determined by the Committee, based on the facts and
circumstances involved. Earnings Per Share shall be on a
fully diluted basis if required to be reported on this basis
under generally accepted accounting principles; otherwise,
Earnings Per Share shall be primary Earnings Per Share.
2.12 "Economic Value Added" shall mean the excess
NOPBT that remains after subtracting the Capital Charge,
expressed as follows: EVA = NOPBT - Capital Charge
2.13 "Executive Officers" shall mean the Company's
Chief Executive Officer, President, and any Executive Vice
President, Senior Vice President, Vice President and the
Corporate Secretary, Treasurer, or Controller of the Company.
2.14 "Net Income" shall mean the Company's income
after taxes as reported in the Company's published financial
statements for the applicable Award Period. Net Income shall
be adjusted for major nonrecurring and nonoperating income or
expense items, as determined by the Committee, based on the
facts and circumstances involved.
2.15 "Net operating Profit Before Tax" ("NOPBT)
shall mean the before tax operating income of the Company for
the Award Period.
2.16 "Participant" shall mean a person who is an
Executive Officer of the Company at the beginning of an Award
Period or who is elected an Executive Officer by the Company's
Board of Directors (the "Board") during an Award Period who is
identified by the Company and Committee as being eligible to
be a Participant for such Award Period and who timely signs
and returns to the Company a participation letter (or similar
document) in such form as is approved by the Company.
2.17 "Potential Change in Control of the Company"
shall be deemed to have occurred if (i) the Company enters
into an agreement, the consummation of which would result in
the occurrence of a Change in Control of the Company; (ii) the
Company or any Person publicly announces an intention to take
or to consider taking actions which if consummated would
constitute a Change in Control of the Company; (iii) any
Person becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing 9.5% or more of
either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then
outstanding securities; or (iv) the Board adopts a resolution
to the effect that a Potential Change in Control of the
Company has occurred.
For purposes of this section, "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.18 "Pretax Required Rate of Return" (also commonly
known as the "cost of capital") shall mean the pretax required
rate of return percentage including adjustment for business
risk and for debt to equity structure, as determined by the
Committee for the Award Period.
2.19 "Return on Equity" shall mean the Company's Net
Income, divided by average shareholders' equity.
2.20 "Return on Total Capital" shall be the
Company's Net Income divided by the average Total Capital, as
reported in the Company's published financial statements for
the applicable Award Period.
3. Determination of Awards. As soon as practical after
the conclusion of each Award Period, the Committee shall
review and evaluate the Corporate Performance Award Criteria
applicable to the Award Period in light of the Company's
performance measured in accordance with such criteria, and
shall determine whether the criteria have been satisfied. If
satisfied, the Committee shall so certify in a written
statement, and shall apply the criteria to determine the
percentage amount of the Award for each Participant.
4. Payment of Awards. Payment of Awards, less
withholding taxes, shall be made to Participants as soon as
practical following the Committee's certification that the
applicable Award Criteria have been satisfied and upon
determination of the amount of each Award. Funding of Awards
under this Plan shall be out of the general assets of the
Company. Payment of Awards for which a deferral election has
been made by a Participant pursuant to Section 8 hereof shall
be made in accordance with the Participant' s deferral
election. Notwithstanding the foregoing, no payments shall be
made under this Plan unless the material terms of the Plan
have been approved by a majority vote of the Company's
shareholders voting with respect to such matters.
5. Administration and Interpretation of the Plan. The
Committee shall have the sole discretion, responsibility, and
authority to carry out all actions with respect to
administration and interpretation of the Plan. Any
interpretation by the Committee shall be final and binding on
the Participants. The Committee shall have sole discretion to
determine any and all questions of fact relating to or arising
in connection with the Plan, including but not limited to
questions of eligibility and benefits under the Plan. The
Committee shall have sole discretion to construe any and all
terms or conditions of the Plan and to make determinations and
administrative decisions regarding the intent, meaning,
application, and effect of any and all aspects of the Plan.
The Committee may adopt such rules and regulations relating to
the Plan as it may deem necessary for the administration of
the Plan. The Committee may delegate its responsibilities
hereunder to Company employees, advisors, or other persons who
are not members of the Committee, and may rely upon
information or opinions of legal counsel or experts selected
to render advice with respect to the Plan. Any delegate of
the Committee hereunder shall have the absolute discretionary
authority vested in the Committee with respect to such
delegated responsibilities unless limited in writing by the
Committee.
6. Participation in the Plan. Executive officers of
the Company may become Participants in accordance with the
terms of the Plan at any time during the Award Period, as
provided in Section 2.16. If an Executive Officer becomes a
Participant at any time other than at the commencement of an
Award Period, the amount of his or her Award under the
Corporate Performance Award Criteria of the Plan shall be
prorated on the basis of the number of days during the Award
Period that he or she is a Participant compared to the total
number of calendar days in the Award Period.
At such time as an Executive Officer becomes a
Participant in this Plan, he or she shall be eligible to be a
Participant in all subsequent Award Periods under the Plan
until he or she ceases to be an Executive Officer of the
Company, his or her employment with the Company terminates, he
or she is excluded from participation by the Committee, or he
or she fails to sign a participation letter as provided in
Section 2.16.
If a person becomes a Participant under this Plan
and is also a Participant under the Company's Key Executive
Performance Plan for Key Executives or any similar incentive
plan for the same Award Period, such Participant will also be
eligible to receive a pro rata Award under the Key Executive
Performance Plan for Key Executives or such other plan, in
accordance with the terms of such plan, at the end of the
Award Period.
7. Treatment of Awards Upon Retirement, Disability,
Death, Reassignment or Termination. A Participant who
(a) retires (including early retirement as defined under the
Company's qualified pension plan for salaried employees and
retirement under the Company's Supplemental Early Retirement
Plan for Executive Officers), (b) becomes totally disabled,
(c) dies, or (d) terminates employment as a direct result of
the sale or permanent closure of a division or facility of the
Company, or as a direct result of a merger, reorganization,
sale, or restructuring of all or part of the Company, will
cease to be a Participant in the Plan as of the day of the
occurrence of such event. In this event, the Participant (or
his or her designated beneficiary or estate in the case of
death) shall receive a pro rata Award under the Plan (if one
is paid), based on the number of days during the Award Period
the person was a Participant in the Plan compared to the total
number of days in the Award Period. This prorated Award shall
be paid to the Participant (or his or her designated
beneficiary or estate in the case of death) as soon as
practical after the conclusion of the Award Period. Any award
to be paid pursuant to clause (d) above shall be calculated
based on the corporate Performance Award Criteria applicable
to the Award Period through the date of the occurrence of such
event, and shall be calculated as though such event had not
occurred.
If a Participant is excluded from participation by
decision of the Committee during an Award Period, the
Participant shall cease participation as of the date of such
decision and shall receive a prorated Award for the Award
Period (if one is paid). The calculation and payment of this
prorated award will be made in the same manner as that of a
Participant who has retired, become permanently disabled, or
died.
Participants who otherwise terminate their
employment with the Company during an Award Period, whether
voluntarily or involuntarily, with or without cause, shall not
be eligible to receive any Award for the Award Period, unless
payment of an Award to such Participant is approved by the
Committee.
8. Deferral of Awards. A Participant may elect to
defer receipt of all or any portion of any Corporate
Performance Award made under the Plan to a future date,
provided the amount to be so deferred exceeds $2,000, as
described in this Section 8. A Participant who has earned an
Award in excess of $2.5 million for an Award Period shall be
required to defer the amount of the Award in excess of
$2.5 million, in accordance with this Section 8.
Deferred Bonus Accounts shall not be funded, and all
Awards deferred by Participants shall be unfunded obligations
of the Company. Participants shall be unsecured general
creditors of the Company with respect to such Deferred Bonus
Accounts.
8.1 Eligible executives may elect (if done so on or
before September 30 of the Plan year) to defer receipt of
their Award (if any), subject to the following:
(a) Before September 30 of the Plan year for
which a deferral election is to be effective, executives must
sign and return to the Company a completed Deferral Election
Form, which shall specify (1) the percentage or amount of the
Award to be deferred, (2) the form (lump sum or installment)
of payment, and (3) the date on which payment of the deferred
Award is to commence. Elections hereunder shall be
irrevocable except as otherwise provided in the Plan.
(b) A Deferred Award will be credited to a
Deferred Bonus Account for the executive, an account
established for Key Executive Performance Plan deferral
purposes for the Plan year. Thereafter, the executives
Deferred Bonus Account will be credited with nominal interest
at a rate determined by the Company. This rate, which will be
set annually, will not be less than the prime rate offered by
the Bank of America NT&SA each January 1.
(c) If any payment is made from an executives
Deferred Bonus Account during a year, interest will be
credited to the account on the portion so paid up to the end
of the month preceding the month in which payment occurs.
(d) An executives Deferred Bonus Account for a
given Plan year will be paid to the executive in a lump sum on
one of the following dates:
(1) The date selected by the executive in
the applicable Deferral Agreement, or
(2) January 1 of the year following the
executives normal or early retirement if no earlier date has
been selected previously by the executive.
In lieu of lump-sum payment, an executive
may elect to receive payment in consecutive equal annual
installments over a period not exceeding ten years commencing
with the date the executive selects in the applicable Deferral
Agreement.
(e) Earlier payment of Deferred Bonus Account
balances will be made only in accordance with Plan provisions
permitting hardship or other early withdrawals, waiting
periods, and account limitations, and penalties will apply as
set forth in the Plan.
(f) Any amounts deferred shall not be
considered as compensation for pension purposes or for
purposes of the Company's Savings and Supplemental Retirement
Plan. However, any resulting reduction in a participant's
pension benefit will be provided from the Company's unfunded
supplemental pension plan.
8.2 Except as otherwise provided herein, election
to defer payment of an award is irrevocable.
8.3 If an executive terminates for any reason other
than retirement or death, the Company will pay to such
terminated employee his or her Deferred Bonus Account in full
in the month following the month of termination. The amount
of such Deferred Bonus Account to be distributed will be
determined in accordance with paragraph 8.1.b.
8.4 If an executive terminates because of death or
if an executive dies after his or her normal or early
retirement and there is an unpaid balance in his or her
Deferred Bonus Account, the executives Deferred Bonus Account
or unpaid balance thereof will be paid by the Company to the
executives designated beneficiary or beneficiaries in the
month following the month in which the executives death
occurs. The amount of such Deferred Bonus Account or unpaid
balance thereof to be distributed will be determined in
accordance with paragraph 8.1.c.
8.5 An executive must designate the beneficiary or
beneficiaries who are to receive his or her Deferred Bonus
Account in the event of the executives death. The beneficiary
designation shall be made on the Beneficiary Designation form
and may be changed at any time upon written notice to the
Company. If an executive has not designated a beneficiary or
beneficiaries or if all the designated beneficiaries are
deceased, the Deferred Bonus Account will be paid to the
executives estate.
8.6 Distributions of Deferred Bonus Accounts may be
made in accordance with the provisions of this Section 8,
notwithstanding a Participant's Deferral Election Form.
8.6.1 Hardship Termination and Distribution.
In the event of serious and unanticipated financial hardship,
a participant may request a lump-sum distribution of all or a
portion of his or her Deferred Bonus Account balance. The
participant making a hardship distribution request under this
section shall document, to the Company's satisfaction, that
distribution of his or her Deferred Bonus Account is necessary
to satisfy an unanticipated, immediate, and serious financial
need and that the participant does not have access to other
funds, including proceeds of any loans sufficient to satisfy
the need. Upon receipt of a request under this section, the
Company may, in its sole discretion, distribute all or a
portion of the participant's account balance in a lump sum, to
the extent such distribution is necessary to satisfy the
financial need. The participant shall sign all documentation
requested by the Company relating to any such distribution,
and any participant whose participation in the Plan terminates
under this paragraph may not make deferrals of Awards for a
minimum of 12 months following the date of any distribution.
8.6.2 Early Distribution with Penalty.
Notwithstanding any provision in this Plan to the contrary, a
participant or beneficiary may, at any time, request a single
lump-sum payment of the amount credited to a Deferred Bonus
Account or accounts of the Participant under the Plan. The
amount of the payment shall be equal to (i) the participant's
accumulated Deferred Bonus Account balance under the Plan as
of the payment date, reduced by (ii) an amount equal to 10% of
such accumulated account balance. This lump-sum payment shall
be subject to withholding of federal, state, and other taxes
to the extent applicable. This request must be made in
writing to the Company. The lump-sum payment shall be made
within 30 days of the date on which the Company receives the
request for the distribution. If a request is made under this
provision, the participant shall not be eligible to
participate in any nonqualified deferred compensation plan
maintained by the Company, including the deferral option under
this Plan, for a period of 12 months after such request is
made. In addition, in this event, any deferred compensation
agreement under any nonqualified deferred compensation plan of
the Company shall not be effective with respect to
compensation payable to the participant during this 12-month
period.
8.6.3 Distribution Upon Extraordinary Events.
In the event any participant terminates employment with the
Company as a direct result of the sale or divestiture of a
facility, operating division, or reduction in force in
connection with any reorganization of the Company's operations
or staff, such participant may request distribution of his or
her entire Deferred Bonus Account balance. Upon receipt of
such a request for distribution under this section, the
Company may, in its sole discretion, elect whether to approve
or deny the request. If the Company approves a request under
this section, distribution of the participant's account shall
occur no later than the January 1 of the year following the
year during which such termination of employment occurs.
8.6.4 Small Account Distributions. In the
event a participant terminates employment with the Company for
any reason and the participant's benefit under this Plan is
less than either (i) $5,000 in lump sum present value,
calculated in accordance with reasonable assumptions, or
(ii) the monthly payment under the benefit payment option
selected by the participant is less than $75 per month, such
participant may request distribution of his or her entire
account balance. Upon receipt of a request for distribution
under this section, the Company may, in its sole discretion,
elect whether to approve or deny the request. If the request
is approved, the Company shall close the participant's account
and distribute the participant's entire account balance in a
single lump sum. Any distribution under this paragraph shall
be made no later than January 1 of the year following the year
in which such termination of employment occurs.
8.7 A participant who has previously submitted an
election regarding payment of a Deferred Bonus Account and who
subsequently wishes to change that election may submit a
written request to change the election to Boise Cascade. Such
request must specify, subject to the limits of the Plan,
(i) either a lump-sum payment or annual installments and
(ii) a date at least one year later than the date originally
elected for such payments to commence and terminate. Such
requests must be received by the Company at least 30 days
prior to January 1 of the year in which the executive
previously elected to have the payments commence. Boise
Cascade, in its sole and absolute discretion, may accept or
reject such application. No change will be permitted that
would allow payment of a deferral Award earlier than
originally elected.
8.8 Once an award is made to an executive, it
cannot be revoked or modified by the Company and will be paid
in accordance with the election made and in accordance with
the terms of this Plan.
8.9 The Deferred Bonus Account of an executive, or
any part thereof, shall not be assignable or transferable by
an executive, either before or after normal or early
retirement, other than to a properly designated beneficiary or
beneficiaries or by will or the laws of descent and
distribution. During the lifetime of an executive, payments
of a Deferred Bonus Account will be made only to the
executive.
8.10 An executive who takes early retirement at the
request of the Company may, on that account, change any
outstanding deferral election under this Plan at any time
between the date on which he or she is so requested to take
retirement and the effective date of such early retirement.
8.11 The Company believes, but does not represent or
guarantee, that a deferral election made in accordance with
the terms of the Plan is effective to defer the receipt of
taxable income. Each executive should consider his or her own
financial situation and tax implications prior to electing to
defer an Award. Deferral elections are at the sole discretion
of each executive and the Company makes no representation
regarding the tax or legal consequences of such deferral
elections. Executives should consult an attorney or an
accountant familiar with the federal income and estate tax
laws, as well as their local laws, regarding the tax
implications of a deferred Award in their individual cases.
8.12 This deferral option applies only to
participants in those countries where tax statutes recognize
voluntary compensation deferral programs that are consistent
with the terms of this Plan.
8.13 Participants and their beneficiaries, heirs,
successors and assigns shall have no legal or equitable right,
interest, or claim in any property or assets of the Company.
Such assets of the Company shall not be held under any trust
for the benefit of participants, their beneficiaries, heirs,
successors or assigns or held in any way as collateral
security for the fulfilling of obligations of the Company
under this Plan. Any and all Company assets shall be and
remain the general, unpledged, unrestricted assets of the
Company. The Company's obligation under this Plan shall be an
unfunded and unsecured promise of the Company to pay money in
the future.
9. Deferred Compensation and Benefits Trust. Upon the
occurrence of any Potential Change in Control of the Company,
the Company shall transfer to the Deferred Compensation and
Benefits Trust an amount of cash, marketable securities, or
other property acceptable to the trustee(s) equal in value to
105% of the amount necessary to pay the Company's obligations
under this Agreement, calculated on an actuarial basis and in
accordance with the terms of the Trust (the "Funding Amount").
The cash, marketable securities, and other property so
transferred shall be held, managed, and disbursed by the
trustee(s) subject to and in accordance with the terms of the
Trust. In addition, from time to time the Company shall make
any and all additional transfers of cash, marketable
securities, or other property acceptable to the trustee(s) as
may be necessary in order to maintain the Funding Amount with
respect to this Plan.
10. Miscellaneous.
10.1 Assignability. A Participant's right and
interest under the Plan may not be assigned or transferred,
except in the event of the Participant's death, in which event
such right and interest shall be transferred to his or her
designated beneficiary, or in the absence of a designation of
beneficiary, by will or in accordance with the laws of descent
and distribution of the state of the Participant's principal
residence at the time of death.
10.2 Employment Not Guaranteed. Neither this Plan
nor any description of benefits, company policy or practice,
or any action taken hereunder creates a contract of
employment, and shall under no circumstances be construed as
giving a Participant a right to be or remain as an Executive
Officer or an employee of the Company for any period. Any
Executive Officer or Participant is employed solely at the
will of the Company, and his or her employment may be
terminated at any time by the Company, with or without cause
or reason, notwithstanding any provision in this Plan, any
description of benefits, or any company policy or practice
which may be construed to the contrary.
10.3 Taxes. The Company shall deduct from all
Corporate Performance Awards or Individual Performance Awards
all applicable federal and state taxes required by law to be
withheld from such Corporate Financial Performance Awards or
Discretionary Individual Performance Awards. Participants
may, upon written request to the Company, request additional
amounts to be withheld from any Award.
10.4 Construction and Jurisdiction. The Plan shall
be construed according to the laws of the state of Idaho. In
the event any lawsuit or legal action is brought, by any
party, person, or entity regarding this Plan, benefits
hereunder, or any related issue, such action or suit may be
brought only in Federal District Court in the District of
Idaho.
10.5 Form of Communication. Any election,
application, claim, notice or other communication required or
permitted to be made by a Participant to the Committee or
Company shall be made in writing and in such form as the
Company shall prescribe. Such communication shall be
effective upon its receipt by the Company, if sent by first-
class mail, postage prepaid and addressed to Manager of
Executive Compensation, Boise Cascade Corporation, 1111 West
Jefferson Street (83702), P.O. Box 50, Boise, Idaho
83728-0001.
11. Amendment and Termination. The Committee may amend
or terminate the Plan, at any time, provided that the
Committee may not amend or terminate the Plan so as to
adversely affect any benefits earned or accrued by
Participants prior to the date of the amendment or
termination. All actions of the Committee in this regard
shall be evidenced by a duly adopted resolution or consent
action of the Committee.
12. Claims Procedure. Claims for benefits under the
Plan shall be filed in writing, within 90 days after the event
giving rise to a claim, with the Company's Manager of
Executive Compensation, who shall have absolute discretion to
interpret and apply the Plan, evaluate the facts and
circumstances, and make a determination with respect to such
claim in the name and on behalf of the Committee. Such
written notice of a claim shall include a statement of all
facts believed by the Participant to be relevant to the claim
and shall include copies of all documents, materials, or other
evidence that the Participant believes relevant to such claim.
Written notice of the disposition of a claim shall be
furnished the claimant within 90 days after the application is
filed. This 90-day period may be extended an additional
90 days by the Committee, in its sole discretion, by providing
written notice of such extension to the claimant prior to the
expiration of the original 90-day period. In the event the
claim is denied, the specific reasons for such denial shall be
set forth in writing, pertinent provisions of the Plan shall
be cited and, where appropriate, an explanation as to how the
claimant may perfect the claim or submit such claim for review
will be provided.
13. Claims Review Procedure. Any Participant, former
Participant or Beneficiary of either, who has been denied a
benefit claim under Section 12 hereof shall be entitled, upon
written request, to a review of his or her denied claim. Such
request, together with a written statement of the claimant's
position, shall be filed no later than 60 days after receipt
of the written notification provided for in Section 12, and
shall be filed with the Company's Manager of Executive
Compensation, who shall promptly inform the Committee and
forward all such material to the Committee for its review.
The Committee may meet in person or by telephone to review any
such denied claim. The Committee shall make its decision, in
writing, within 60 days after receipt of the claimant's
request for review. The Committee's written decision shall
state the facts and plan provisions upon which its decision is
based. The Committee's decision shall be final and binding on
all parties. This 60-day period may be extended an additional
60 days by the Committee, in its discretion, by providing
written notice of such extension to the claimant prior to the
expiration of the original 60-day period.
14. Effective Date. The Plan shall become effective on
January 1, 1995, provided it is approved by the Company's
shareholders at the 1995 annual meeting of shareholders.
BOISE CASCADE CORPORATION
KEY EXECUTIVE PERFORMANCE PLAN
1995 Payout Criteria Based on Economic Value Added (EVA)
Economic Value Added (EVA(R)) is a registered trademark of Stern
Stewart & Co. and they have assisted Boise Cascade in developing
this incentive plan.
PAYOUT AS A PERCENT OF SALARY
Improvement
in EVA CEO EVP/SVP VP
______________ ______ ______ _____
Less than
($175,000,000) 0.0% 0.0% 0.0%
$0 44.0% 37.0% 30.0%
$87,500,000 66.0% 55.5% 45.0%
$262,500,000 80.5% 67.7% 54.9%
$437,500,000 95.5% 80.3% 65.1%
$563,000,000 106.0% 89.2% 72.3%
$563,000,001 113.1% 95.1% 77.1%
$738,000,000 127.6% 107.3% 87.0%
o For Improvement in EVA in excess of $738 Million the payout
increases proportionally to the increase from $563,000,001
to $738 Million.
o The payout is interpolated on a straight line for
Improvement in EVA not shown in the table.
EVA = Net Operating Profit Before Tax -
Capital Charge
Net Operating Profit
Before Tax (NOPBT)* = Income from operating assets
+ Imputed interest of capitalized
lease obligations
+ Increase (decrease) in LIFO reserve
+ Annual amortization of goodwill
- Amortization of restructuring
losses
* Unusual nonrecurring and nonoperating income or expense
items do not affect NOPBT
Capital Charge = EVA Capital x 16%
EVA Capital** = Operating Capital
+ Cumulative amortization of goodwill
+ Imputed capital value of lease
obligations
+ Total LIFO reserve account
- Gain from the sale of assets
+ Unamortized restructuring losses
** Nonrecurring and nonoperating losses do not affect Operating
Capital. There may be adjustments to Operating Capital for
strategic investments while they are under construction and
up to two additional years subject to approval by the
Executive Compensation Committee of the Board.
BOISE CASCADE CORPORATION
KEY EXECUTIVE PERFORMANCE PLAN
1996 Payout Criteria Based on Economic Value Added (EVA)
Economic Value Added (EVA(R)) is a registered trademark of Stern
Stewart & Co. and they have assisted Boise Cascade in developing
this incentive plan.
PAYOUT AS A PERCENT OF SALARY
Improvement
in EVA CEO EVP/SVP VP
______________ ______ ______ _____
Less than
($619,742,000) 0.0% 0.0% 0.0%
($350,000,000) 30.9% 24.1% 18.0%
($175,000,000) 50.9% 39.6% 29.7%
($103,742,000) 75.4% 58.6% 44.0%
($103,741,999) 105.4% 82.0% 61.5%
$0 140.9% 109.6% 82.2%
$175,000,000 160.9% 125.2% 93.9%
$350,000,000 173.9% 135.3% 101.5%
o For Improvement in EVA in excess of $350 Million the payout
increases proportionally to the increase from $175 Million
to $350 Million.
o The payout is interpolated on a straight line for
Improvement in EVA not shown in the table.
EVA = Net Operating Profit Before Tax -
Capital Charge
Net Operating Profit
Before Tax (NOPBT)* = Income from operating assets
+ Imputed interest of capitalized
lease obligations
+ Increase (decrease) in LIFO reserve
- Amortization of restructuring
losses
* Unusual nonrecurring and nonoperating income or expense
items do not affect NOPBT
Capital Charge = EVA Capital x 16%
EVA Capital** = Operating Capital
+ Imputed capital value of lease
obligations
+ Total LIFO reserve account
- Gain from the sale of assets
+ Unamortized restructuring losses
** Nonrecurring and nonoperating losses do not affect Operating
Capital. There may be adjustments to Operating Capital for
strategic investments while they are under construction and
up to two additional years subject to approval by the
Executive Compensation Committee of the Board.
BOISE CASCADE CORPORATION
1986 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
(As Amended Through December 7, 1995)
BOISE CASCADE CORPORATION
1986 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the Boise
Cascade Corporation 1986 Executive Officer Deferred
Compensation Plan (the "Plan") is to further the growth and
development of Boise Cascade Corporation (the "Company") by
providing executive officers of the Company the opportunity to
defer a portion of their compensation and thereby encourage
their productive efforts.
2. Definitions.
2.1 Change in Control. A Change in Control shall
mean a Change in Control of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended ("Exchange Act"), or any successor
provisions, whether or not the Company is then subject to such
reporting requirement; provided that, without limitation, such
a Change in Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or
its affiliates other than in connection with the acquisition
by the Company or its affiliates of a business) representing
20% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the
Company's then outstanding securities; or
(b) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of
directors then serving: individuals who, on the date hereof,
constitute the Board and any new director (other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or
election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either
were directors on the date hereof or whose appointment,
election, or nomination for election was previously so
approved (the "Continuing Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation or approve the issuance of voting securities of
the Company in connection with a merger or consolidation of
the Company (or any direct or indirect subsidiary of the
Company) pursuant to applicable stock exchange requirements,
other than (i) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, at least 66 2/3% of the combined voting
power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company or its subsidiaries other than in
connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding
securities; or
(d) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or
an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets, other than a
sale or disposition by the Company of all or substantially all
of the Company's assets to an entity, at least 66 2/3% of the
combined voting power of the voting securities of which are
owned by Persons in substantially the same proportions as
their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a Change in
Control of the Company (a "Transaction") shall not constitute
a Change in Control of the Company if, in connection with the
Transaction, a Participant participates as an equity investor
in the acquiring entity or any of its affiliates (the
"Acquiror"). For purposes of the preceding sentence, a
Participant shall not be deemed to have participated as an
equity investor in the Acquiror by virtue of (i) obtaining
beneficial ownership of any equity interest in the Acquiror as
a result of the grant to a Participant of an incentive
compensation award under one or more incentive plans of the
Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation
awards of the Company into incentive compensation awards of
the Acquiror), on terms and conditions substantially
equivalent to those applicable to other executives of the
Company immediately prior to the Transaction, after taking
into account normal differences attributable to job
responsibilities, title, and the like; (ii) obtaining
beneficial ownership of any equity interest in the Acquiror on
terms and conditions substantially equivalent to those
obtained in the Transaction by all other stockholders of the
Company; or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of
the Transaction.
For purposes of this section, "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.2 Compensation. A Participant's salary,
commission, bonus and other payments for personal services
rendered by a Participant to the Company during a calendar
year. Compensation shall not include any amounts paid by the
Company to a Participant that are not strictly in
consideration for personal services, such as expense
reimbursement, cost-of-living allowance, education allowance,
premium on excess group life insurance, or any Company
contribution to the Pension Plan or the Savings and
Supplemental Retirement Plan; and the fact that an amount
constitutes taxable income to the Participant shall not be
controlling for this purpose. Compensation shall not include
any taxable income realized by, or payments made to, an
employee as a result of the grant or exercise of an option to
acquire stock of the Company or as a result of the disposition
of such stock, and shall not include compensation resulting
from any long-term incentive plan.
2.3 Deferred Compensation Agreement. A written
agreement between a Participant and the Company, whereby a
Participant agrees to defer a portion of his Compensation
pursuant to the provisions of the Plan, and the Company agrees
to make benefit payments in accordance with the provisions of
the Plan.
2.4 Deferred Compensation and Benefits Trust. An
irrevocable trust or trusts established or to be established
by the Company with an independent trustee or trustees for the
benefit of persons entitled to receive payments or benefits
hereunder, the assets of which nevertheless will be subject to
claims of the Company's creditors in the event of bankruptcy
or insolvency and with respect to which the Company shall have
received a ruling from the Internal Revenue Service that the
trust is a "grantor trust" for federal income tax purposes.
The Deferred Compensation and Benefits Trust
contains the following additional provisions:
(a) If a Change in Control of the Company
does not occur within one year after the Potential Change in
Control, the Company may reclaim the assets transferred to the
trustee or trustees subject to the requirement that it be
again funded upon the occurrence of another Potential Change
in Control.
(b) Upon a Change in Control, the assets of
the Deferred Compensation and Benefits Trust shall be used to
pay benefits under this Plan, except to the extent such
benefits are paid by the Company, and the Company and any
successor shall continue to be liable for the ultimate payment
of those benefits.
(c) The Deferred Compensation and Benefits
Trust will be terminated upon the exhaustion of the trust
assets or upon payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits
Trust shall contain other appropriate terms and conditions
consistent with the purposes sought to be accomplished by it.
Prior to a Change in Control, the Deferred Compensation and
Benefits Trust may be amended from time to time by the
Company, but no such amendment may substantially alter any of
the provisions set out in the preceding paragraphs.
2.5 Disability. A condition that totally and
continuously prevents the Participant, for at least six
consecutive months, from engaging in an "occupation" for
Compensation or profit. During the first 24 months of total
Disability, "occupation" means the Participant's occupation at
the time the Disability began. After that period,
"occupation" means any occupation for which the Participant is
or becomes reasonably fitted by education, training, or
experience. Notwithstanding the foregoing, a Disability shall
not exist for purposes of this Plan if the Participant fails
to qualify for Disability benefits under the Social Security
Act, unless the Company determines, in its sole discretion,
that a Disability exists.
2.6 Early Retirement Date. The date of a
Participant's Termination of Employment for reasons other than
death or Disability, prior to attainment of age 65 but
subsequent to attaining age 55, and after completing ten Years
of Service with the Company.
2.7 Executive Officer. The Chairman of the Board
and Chief Executive Officer, the President and Chief Operating
Officer, any Executive Vice President, any Senior Vice
President, any Vice President, the Secretary, the Treasurer,
or the Controller of the Company.
2.8 Minimum Death Benefit. The Minimum Death
Benefit shall be equal to the sum of the following:
(a) The Minimum Death Benefit to which a
Participant is entitled for the deferrals and corresponding
Company Contributions made to the Plan for the period
January 1, 1987, through December 31, 1990, which shall be an
amount equal to three times the Participant's total expected
deferrals up to a maximum of $500,000.
and
(b) The Minimum Death Benefit to which a
Participant is entitled for the deferrals and corresponding
Company Contributions to the Plan for the period January 1,
1992, through December 31, 1995, which shall be an amount
equal to three times the Participant's total expected
deferrals up to a maximum of $500,000.
The amount of the Minimum Death Benefit payable
under this Section 2.8 shall be subject to adjustment in the
event there is an alteration of the amount to be deferred as
provided in Section 4.3.
2.9 Moody's Times 130%. The Company shall
accumulate the Participant's deferred compensation with
monthly interest equivalent to an annualized rate of 130%
times Moody's Composite Average of Yields on Corporate Bonds
for the preceding calendar month as determined from Moody's
Bond Record published by Moody's Investor's Service, Inc. (or
any successor thereto), or, if such monthly yield is no longer
published, a substantially similar average selected by the
Board.
2.10 Normal Retirement Date. The first day of the
month coincident with or next following a Participant's 65th
birthday.
2.11 Participant. An Executive Officer who has
entered into a written Deferred Compensation Agreement with
the Company in accordance with the provisions of the Plan.
2.12 Pension Plan. The Boise Cascade Corporation
Pension Plan for Salaried Employees, as amended from time to
time.
2.13 Potential Change in Control. A "Potential
Change in Control of the Company" shall be deemed to have
occurred if (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a
Change in Control of the Company; (ii) the Company or any
Person publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change
in Control of the Company; (iii) any Person becomes the
Beneficial Owner, directly or indirectly, of securities of the
Company representing 9.5% or more of either the then
outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or (iv) the Board adopts a resolution to the
effect that a Potential Change in Control of the Company has
occurred.
For purposes of this section, "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.14 Service. Service as accumulated under the
Company's Pension Plan.
2.15 Termination of Employment. The Participant's
ceasing to be employed by the Company for any reason
whatsoever, whether voluntarily or involuntarily, including by
reason of early retirement, normal retirement, death or
Disability.
2.16 Year of Service. A Year of Vesting Service, as
provided in the Company's Pension Plan.
3. Administration and Interpretation of the Plan. The
Company shall administer and interpret the Plan, and
interpretation by the Company shall be final and binding upon
a Participant. The Company may adopt rules and regulations
relating to the Plan as it may deem necessary or advisable for
the administration of the Plan. The Company may also delegate
administrative responsibilities to advisors or other persons
who are not employees of the Company and may rely upon
information or opinions of legal counsel or experts selected
to render advice with respect to the Plan.
4. Participant Compensation Deferral.
4.1 Compensation Deferral. Prior to January 1,
1987, an Executive Officer who wishes to participate in the
Plan shall execute a written Deferred Compensation Agreement,
in the format provided by the Company, whereby the Executive
Officer elects to defer a portion of his or her Compensation
otherwise earned and payable on or after January 1, 1987, and
through the four-year period ending December 31, 1990. An
Executive Officer who is contributing to the 1982 Executive
Officer Deferred Compensation Plan on January 1, 1987, shall
elect prior to January 1, 1987, to participate in this Plan
for four full calendar years beginning January 1 of the
calendar year after his or her contributions cease to the 1982
Executive Officer Deferred Compensation Plan. Prior to
January 1, 1991, an Executive Officer who wishes to
participate in the Plan through the period ending December 31,
1995, shall execute a written Deferred Compensation Agreement
covering such period. The amount of annual Compensation to be
deferred shall be in whole percentage increments as specified
in the applicable Deferred Compensation Agreement. The period
during which Compensation is reduced shall be the calendar
years specified in the Deferred Compensation Agreement. The
amount deferred shall result in corresponding reductions in
the Compensation payable to a Participant.
4.2 Participation in the Plan. An Executive
Officer who first attains such status subsequent to January 1,
1987, and prior to December 31, 1991, and who continues to
retain his status as an Executive Officer, shall be entitled
to participate in the Plan until December 31, 1995, and shall
be bound by all the other terms and conditions of the Plan.
An Executive Officer who first attains such status subsequent
to January 1, 1992, and prior to December 31, 1995, shall be
entitled to participate in the Plan until December 31, 1995,
and shall be bound by all the other terms and conditions of
the Plan. An Executive Officer shall complete a Deferred
Compensation Agreement within 30 days of becoming eligible and
being notified of the terms and conditions of the Plan.
Contributions to the Plan shall commence the first of the
month following the completion of the Deferred Compensation
Agreement. The Company shall notify a new Participant
promptly upon becoming eligible.
4.3 Alteration of Compensation Deferral. The
amount of compensation to be deferred, once selected by a
Participant, shall be irrevocable except upon written approval
by the Company. A request to alter the amount of compensation
deferred must be submitted by a Participant in writing to the
Company prior to January 1 of the year for which such
modification is requested and shall detail the reasons for the
modification. If a modification of the deferral amount is
granted by the Company, the modification shall affect only
future years of participation; and all benefits under the Plan
shall be adjusted to reflect the new deferred amount and also
to reflect any costs incurred by the Company to effect the
adjusted benefits payable to the Participant.
4.4 Company Contribution. The Company shall, at
the election of a Participant, contribute an additional amount
equal to 4.2% of the Participant's Compensation to the Plan,
to be used to provide benefits as specified in the Deferred
Compensation Agreement. If a Participant elects to have such
amount contributed under the Deferred Compensation Agreement,
the Company shall not make any matching contribution for such
Participant under the Company Savings and Supplemental
Retirement Plan.
4.5 Continuation of Contribution. Should there be
a Termination of Employment by a Participant prior to having
completed the entire period of participation determined in
accordance with Sections 4.1 or 4.2, the Participant may
elect, subject to the approval of the Company, to continue
contributing to the Plan at the same rate in effect upon
Termination of Employment for such period of time, up to and
including the entire period of participation determined in
accordance with Sections 4.1 or 4.2, as may be approved by the
Company, in which case he or she will continue to be a
Participant and be bound by all the other terms and conditions
of the Plan. In any such case, the Company may continue its
contributions or may require the Participant to contribute the
amounts formerly contributed by the Company.
5. Payment of Deferred Amounts.
5.1 Participant Account. The Company shall
maintain for each Participant an account by accumulating his
deferred compensation plus the company contribution, if any,
and, each month, the account shall be updated with a monthly
rate of interest equal to Moody's Times 130%.
5.2 Return of Deferrals. At the time a Participant
executes the Deferred Compensation Agreement, he may elect to
receive a return of his deferrals. Each such return of
deferral shall be made in a lump sum, seven years after the
end of the calendar year in which the deferral is made. Prior
to January 1 of the year preceding the year in which any
return of deferral is to be made, the Participant may request
to defer a portion or all of the payment of the return of
deferral until such time as the account would otherwise be
paid and such request shall be approved or denied at the sole
discretion of the Company. Any return of deferral paid shall
be deemed a distribution, and, accordingly, shall be deducted
from the Participant's account and shall reduce the benefits
provided under this section by the dollar amount of any such
payments.
5.3 Plan Benefits. Upon Termination of Employment
for reasons other than disability, a Participant shall be paid
his account in a lump sum or in equal monthly installments
calculated to distribute his account plus accrued interest for
a period of not more than 15 years. Payments shall commence
on the date and shall be made in the manner elected by the
Participant in the Deferred Compensation Agreement. Unpaid
balances under the installment election continue to earn
interest at the rate of Moody's Times 130%. If a Participant
does not make an election, his account shall be paid out in
monthly installments over 15 years beginning January 1 of the
year following Termination of Employment. The Participant may
request other forms of payout which are subject to approval by
the Company, pursuant to Section 5.4.
5.4 Change of Election. A Participant may request
a change in the payout election anytime prior to January 1 of
the year benefits are scheduled to be paid, provided that the
request is received by the Company at least 30 days prior to
the date benefits are scheduled to be paid. The changed
payout election must be one of the payout options in the
original deferral agreement. Such request must be in writing
and shall be approved or denied at the sole discretion of the
Company. No change will be permitted that would allow a
payment to be made earlier than originally elected in the
Deferred Compensation Agreement.
Notwithstanding any provision in this Plan to
the contrary, a Participant or Beneficiary may at any time
request a single lump-sum payment of the amount credited to an
account or accounts of the Participant under the Plan. The
amount of the payment shall be equal to (i) the Participant's
accumulated account balance under the Plan as of the payment
date, reduced by (ii) an amount equal to 10% of such
accumulated account balance. This lump-sum payment shall be
subject to withholding of federal, state, and other taxes to
the extent applicable. This request must be made in writing
to the Company. The lump-sum payment shall be made within
30 days of the date on which the Company received the request
for the distribution. If a request is made under this
provision, the Participant shall not be eligible to
participate in any nonqualified deferred compensation plan
maintained by the Company, including this Plan, for a period
of 12 months after such request is made. In addition, in such
event any deferred compensation agreement under any
nonqualified deferred compensation plan of the Company shall
not be effective with respect to Compensation payable to the
Participant during this 12-month period.
5.5 Payment on Death After Benefits Commence. If a
Participant dies after his benefits have commenced and prior
to the distribution of his entire Participant Account, his
beneficiary shall receive any benefit payments in accordance
with the Deferred Compensation Agreement.
5.6 Death Benefit. If a Participant should die
while a Participant in the Plan and prior to the commencement
of Plan distributions, the Company shall pay his or her
designated beneficiary or beneficiaries the greater of the
accumulated account balance or the Minimum Death Benefit.
Payments shall be made as specified in the Deferred
Compensation Agreement. The Participant Account shall be
updated with a monthly rate of interest equal to Moody's Times
130%.
5.7 Disability Benefit. For a Participant who made
deferrals into the Plan prior to January 1, 1991, and who
terminates prior to attaining age 65 due to a Disability, the
Company shall pay the Participant in monthly installments
commencing on the first day of the seventh consecutive month
following the Participant's Disability, the Disability Benefit
specified in the Deferred Compensation Agreement until the
Participant attains his Normal Retirement Date or ceases to be
totally and continuously disabled. The maximum Disability
Benefit shall be an amount which when combined with Primary
Social Security, company-sponsored group Long-Term Disability
and disability benefits from other deferred compensation plans
is equal to 80% of predisability salary. For the purpose of
this maximum, the 80% of predisability salary shall be indexed
to the Consumer Price Index. After a Participant who is
receiving a Disability Benefit attains his Normal Retirement
Date, he shall be entitled to be paid his account in
accordance with the form of payment elected in the Deferred
Compensation Agreement. If a Participant dies while receiving
a Disability Benefit, the Participant's beneficiary shall
receive the Death Benefit pursuant to Section 5.6. If a
Participant meets the requirements for a Disability Benefit
and the amount of the Disability Benefit on the Deferred
Compensation Agreement is $0, or if there is no Disability
Benefit stated on such Participant's Deferred Compensation
Agreement, then the Participant's Account shall be paid in
monthly installments over a 15-year period beginning the month
the Disability Benefit would have been paid and unpaid account
balances shall accumulate at Moody's Times 130%.
A Participant who makes deferrals into this
Plan subsequent to December 31, 1991, shall be entitled to, in
addition to the Disability Benefit described above, a
Disability Benefit equal to the remaining balance, if any, of
his or her Participant Account. The payment, timing, and
amount of the benefit shall be consistent with the previous
paragraph pertaining to a Participant's Disability Benefit.
5.8 Recipients of Payments; Designation of
Beneficiary. All payments to be made by the Company shall be
made to the Participant, if living. In the event of a
Participant's death prior to the receipt of all benefit
payments, all subsequent payments to be made under the Plan
shall be to the beneficiary or beneficiaries of the
Participant. The Participant shall designate a beneficiary by
filing a written notice of such designation with the Company
in such form as the Company may prescribe. If no designation
shall be in effect at the time when any benefits payable under
this Plan shall become due, the beneficiary shall be the
spouse of the Participant, or if no spouse is then living, the
representatives of the Participant's estate.
6. Miscellaneous.
6.1 Assignability. A Participant's rights and
interests under the Plan may not be assigned or transferred
except, in the event of the Participant's death, to his or her
designated beneficiary, or in the absence of a designation, by
will or to his or her legal representative.
6.2 Employment Not Guaranteed by Plan. Neither
this Plan nor any action taken hereunder shall be construed as
giving a Participant the right to be retained as an Executive
Officer or as an employee of the Company for any period.
6.3 Taxes. The Company shall deduct from all
payments made hereunder all applicable federal or state taxes
required by law to be withheld from such payments.
6.4 Construction. The Plan shall be construed
according to the laws of the state of Idaho.
6.5 Form of Communication. Any election,
application, claim, notice or other communication required or
permitted to be made by a Participant to the Company shall be
made in writing and in such form as the Company shall
prescribe. Such communication shall be effective upon
mailing, if sent by first-class mail, postage prepaid, and
addressed to the Company's office at One Jefferson Square,
Boise, Idaho 83728.
7. No Reduction in Pension Benefit. To compensate a
Participant for any reduction in pension benefits under the
Pension Plan which may result from a Participant's deferring
Compensation under this Plan, the Company shall pay to the
Participant an amount equal to the reduction in pension
benefits in the same manner and at the same time as such
benefits would have been paid under the Pension Plan.
8. Amendment and Termination. The Board of Directors
may, at any time, amend the Plan, provided that the amendment
shall not adversely affect any right or benefit of a
Participant under the Plan without the prior consent of a
Participant.
9. Unsecured General Creditor. Except as provided in
Section 10 hereof, participants and their beneficiaries,
heirs, successors, and assigns shall have no legal or
equitable rights, interest or claims in any property or assets
of the Company, nor shall they be beneficiaries of, or have
any rights, claims or interests in any life insurance
policies, annuity contracts or the proceeds therefrom owned or
which may be acquired by the Company ("Policies"). Such
Policies or other assets of the Company shall not be held
under any trust for the benefit of Participants, their
beneficiaries, heirs, successors, or assigns, or held in any
way as collateral security for the fulfilling of the
obligations of the Company under this Plan. Any and all
Company assets and Policies shall be, and remain, the general,
unpledged, unrestricted assets of the Company. The Company's
obligation under the Plan shall be merely that of an unfunded
and unsecured promise of the Company to pay money in the
future.
10. Deferred Compensation and Benefits Trust. The
Company is establishing a Deferred Compensation and Benefits
Trust ("Trust"), and the Company shall comply with the terms
of the Trust. Upon the occurrence of any Potential Change in
Control of the Company, the Company shall transfer to the
Trust an amount of cash, marketable securities, or other
property acceptable to the trustee(s) equal in value to
105 percent of the amount necessary, on an actuarial basis and
calculated in accordance with the terms of the Trust, to pay
the Company's obligations under this Agreement (the "Funding
Amount"). The cash, marketable securities, and other property
so transferred shall be held, managed, and disbursed by the
trustee(s) subject to and in accordance with the terms of the
Trust. In addition, from time to time the Company shall make
any and all additional transfers of cash, marketable
securities, or other property acceptable to the trustee(s) as
may be necessary in order to maintain the Funding Amount with
respect to this Plan.
BOISE CASCADE CORPORATION
1983 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
(As Amended Through December 7, 1995)
BOISE CASCADE CORPORATION
1983 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the Boise Cascade
Corporation 1983 Board of Directors Deferred Compensation Plan
(the "Plan") is to further the growth and development of Boise
Cascade Corporation (the "Company") by providing directors of the
Company the opportunity to defer a portion or all of their
Compensation and thereby encourage their productive efforts.
2. Definitions.
2.1 Change in Control. A "Change in Control" shall mean a
Change in Control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), or any successor provisions,
whether or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change in
Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities
acquired directly from the Company or its affiliates other than
in connection with the acquisition by the Company or its
affiliates of a business) representing 20% or more of either the
then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(b) The following individuals cease for any reason to
constitute at least 66 2/3% of the number of directors then
serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof
or whose appointment, election or nomination for election was
previously so approved (the "Continuing Directors"); or
(c) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or
approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or any
direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 66 2/3%
of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from the Company or its subsidiaries other than
in connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(d) The stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or transaction
which would otherwise constitute a change in control of the
Company (a "Transaction") shall not constitute a change in
control of the Company if, in connection with the Transaction, a
Participant participates as an equity investor in the acquiring
entity or any of its affiliates (the "Acquiror"). For purposes
of the preceding sentence, a Participant shall not be deemed to
have participated as an equity investor in the Acquiror by virtue
of (i) obtaining beneficial ownership of any equity interest in
the Acquiror as a result of the grant to a Participant of an
incentive compensation award under one or more incentive plans of
the Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation awards
of the Company into incentive compensation awards of the
Acquiror), on terms and conditions substantially equivalent to
those applicable to other executives of the Company immediately
prior to the Transaction, after taking into account normal
differences attributable to job responsibilities, title and the
like, (ii) obtaining beneficial ownership of any equity interest
in the Acquiror on terms and conditions substantially equivalent
to those obtained in the Transaction by all other stockholders of
the Company, or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of the
Transaction.
For purposes of this section, "Beneficial Owner" shall have
the meaning set forth in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof, except that such
term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.2 Compensation. A Participant's fees for personal
services rendered by a Participant as a director of the Company
during a calendar year. Compensation shall not include any
amounts paid by the Company to a Participant that are not
strictly in consideration for personal services, such as expense
reimbursements.
2.3 Deferred Compensation Agreement. A written agreement
between a Participant and the Company, whereby a Participant
agrees to defer a portion of his Compensation pursuant to the
provisions of the Plan, and the Company agrees to make benefit
payments in accordance with the provisions of the Plan.
2.4 Deferred Compensation and Benefits Trust. An
irrevocable trust or trusts established or to be established by
the Company with an independent trustee or trustees for the
benefit of persons entitled to receive payments or benefits
hereunder, the assets of which nevertheless will be subject to
claims of the Company's creditors in the event of bankruptcy or
insolvency and with respect to which the Company shall have
received a ruling from the Internal Revenue Service that the
trust is a "grantor trust" for federal income tax purposes.
The Deferred Compensation and Benefits Trust contains the
following additional provisions:
(a) If a Change in Control of the Company does not occur
within one year after the Potential Change in Control, the
Company may reclaim the assets transferred to the trustee or
trustees subject to the requirement that it be again funded upon
the occurrence of another Potential Change in Control.
(b) Upon a Change in Control, the assets of the Deferred
Compensation and Benefits Trust shall be used to pay benefits
under this Plan, except to the extent such benefits are paid by
the Company, and the Company and any successor shall continue to
be liable for the ultimate payment of those benefits.
(c) The Deferred Compensation and Benefits Trust will be
terminated upon the exhaustion of the trust assets or upon
payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust shall
contain other appropriate terms and conditions consistent with
the purposes sought to be accomplished by it. Prior to a Change
in Control, the Deferred Compensation and Benefits Trust may be
amended from time to time by the Company, but no such amendment
may substantially alter any of the provisions set out in the
preceding paragraphs.
2.5 Director. A member of the Board of Directors of Boise
Cascade Corporation as elected by the shareholders.
2.6 Early Benefit Commencement Date. The first day of the
month following a Participant's Termination for reasons other
than death prior to attainment of age 70 or after the four-year
deferral the date selected by a Participant to begin benefit
payments. An election to begin benefit payments must be made
prior to January 1 of the year in which benefits commence.
2.7 Minimum Death Benefit. The Minimum Death Benefit shall
be a multiple of the total amount of Compensation to be deferred
over the four-year period. The multiple shall be determined
according to the Participant's age at the beginning of the Plan
(January 1, 1984):
Multiple
of Deferred
Age Compensation
65 and over 2
60 3
55 4
50 5
The Multiple shall be interpolated to the Participant's age
on his or her last birth date on the date the Participant begins
deferrals under the Plan. For example, Age 54 would have a
multiple of 4.2.
2.8 Moody's Plus 4%. The Company shall accumulate the
Participant's deferred compensation with monthly interest
equivalent to an annualized rate of 4% more than Moody's
Composite Average of Yields on Corporate Bonds for the preceding
calendar month as determined from Moody's Bond Record published
by Moody's Investor's Service, Inc. (or any successor thereto),
or, if such monthly yield is no longer published, a substantially
similar average selected by the Board.
2.9 Normal Benefit Commencement Date. The first day of the
month coincident with or next following a Participant's 70th
birthday.
2.10 Participant. A Director who has entered into a
written Deferred Compensation Agreement with the Company in
accordance with the provisions of the Plan.
2.11 Potential Change in Control. A "potential change in
control of the Company" shall be deemed to have occurred if (i)
the Company enters into an agreement, the consummation of which
would result in the occurrence of a change in control of the
Company, (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which if
consummated would constitute a change in control of the Company;
(iii) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 9.5% or
more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then
outstanding securities; or (iv) the Board adopts a resolution to
the effect that a potential change in control of the Company has
occurred.
For purposes of this section, "Beneficial Owner" shall have
the meaning set forth in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof, except that such
term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.12 Termination. The Participant's ceasing to be a
Director of the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of death.
3. Administration and Interpretation of the Plan. The Company
shall administer and interpret the Plan, and interpretation by
the Company shall be final and binding upon a Participant. The
Company may adopt rules and regulations relating to the Plan as
it may deem necessary or advisable for the administration of the
Plan. The Company may also delegate administrative
responsibilities to advisors or other persons who are not
employees of the Company and may rely upon information or
opinions of legal counsel or experts selected to render advice
with respect to the Plan.
4. Participant Compensation Deferral.
4.1 Compensation Deferral. Prior to December 20, 1983, a
Director who wishes to participate in the Plan shall execute a
written Deferred Compensation Agreement, in the format provided
by the Company, whereby the Director elects to defer a portion of
his Compensation otherwise earned and payable on or after
January 1, 1984. The amount of annual Compensation to be
deferred shall be a minimum of $5,000 per year and increments of
$1,000 up to all Compensation. The period during which
Compensation is deferred shall be the four (4) calendar years
immediately following 1983. The amount deferred shall result in
corresponding reductions in the Compensation payable to a
Participant.
4.2 New Directors. A Director who first attains such
status subsequent to January 1, 1984, shall be entitled to
participate in the Plan for all full calendar years after being
elected a Director and prior to January 1, 1988, and shall be
bound by all terms and conditions of the Plan.
4.3 Alteration of Compensation Deferral. The amount of
Compensation to be deferred, once selected by a Participant,
shall be irrevocable except upon written approval by the Company.
A request to alter the amount of Compensation deferred shall be
submitted by a Participant in writing to the Company prior to
January 1 of the year that such modification is requested and
shall detail the reasons for the modification. If a modification
of the deferral amount is granted by the Company, the
modification shall be effective for all future years of
participation; and all benefits under the Plan shall be adjusted
to reflect the new deferred amount and also to reflect any costs
incurred by the Company to effect the adjusted benefits payable
to the Participant.
4.4 Prior Deferrals. A Participant may transfer to this
Plan any account balance that he or she may have, as of
December 31, 1983, under the Boise Cascade Corporation Directors'
Deferred Compensation Policy, adopted December 16, 1971. The
election to transfer must be made prior to December 31, 1983.
5. Payment of Deferred Amounts.
5.1 Participant Account. The Company shall maintain for
each Participant an account by accumulating his Compensation
deferred and, each month, the account shall be updated with a
monthly rate of interest equal to Moody's plus 4%.
5.2 Plan Benefits. Upon Early or Normal Benefit
Commencement Date, a Participant shall be paid his account in a
lump sum or in equal quarterly installments calculated to
distribute his account plus accrued interest for a period of not
more than 15 years. Unpaid balances under the installment
election continue to earn interest at the rate of Moody's plus
4%. The Participant shall elect the method of payment prior to
the calendar year in which the first installment is made. If a
Participant does not make an election, his account shall be paid
out in quarterly installments over 15 years. A Participant may
request a change in the payout election anytime prior to
January 1 of the year benefits are scheduled to be paid, provided
that the request is received by the Company at least 30 days
prior to the date benefits are scheduled to be paid. The changed
payout election must be one of the payout options in the original
deferral agreement. Such request must be in writing and shall be
approved or denied at the sole discretion of the Company. No
change will be permitted that would allow a payment to be made
earlier than originally elected in the Deferred Compensation
Agreement.
5.3 Payment on Death After Benefits Commence. If a
Participant dies after his benefits have commenced and prior to
the distribution of his entire account, his beneficiary shall
receive any benefit payments that would have been paid to the
Participant. In lieu of the monthly benefit payments, upon the
request of the Participant's beneficiary, the Company may, in its
sole discretion, make a lump-sum payment to the Participant's
beneficiary.
5.4 Death Benefit. If a Participant should die while a
Participant in the Plan and prior to the commencement of Plan
distributions, the Company shall pay his or her designated
beneficiary or beneficiaries the greater of the accumulated
account balance or the Minimum Death Benefit.
Notwithstanding any provision in this Plan to the
contrary, a Participant or Beneficiary may at any time request a
single lump-sum payment of the amount credited to an account or
accounts of the Participant under the Plan. The amount of the
payment shall be equal to (i) the Participant's accumulated
account balance under the Plan as of the payment date, reduced by
(ii) an amount equal to 10% of such accumulated account balance.
This lump-sum payment shall be subject to withholding of federal,
state, and other taxes to the extent applicable. This request
must be made in writing to the Company. The lump-sum payment
shall be made within 30 days of the date on which the Company
received the request for the distribution. If a request is made
under this provision, the Participant shall not be eligible to
participate in any nonqualified deferred compensation plan
maintained by the Company, including this Plan, for a period of
12 months after such request is made. In addition, in such event
any deferred compensation agreement under any nonqualified
deferred compensation plan of the Company shall not be effective
with respect to Compensation payable to the Participant during
this 12-month period.
5.5 Recipients of Payments; Designation of Beneficiary.
All payments to be made by the Company shall be made to the
Participant, if living. In the event of a Participant's death
prior to the receipt of all benefit payments, all subsequent
payments to be made under the Plan shall be to the beneficiary or
beneficiaries of the Participant. The Participant shall
designate a beneficiary by filing a written notice of such
designation with the Company in such form as the Company may
prescribe. If no designation shall be in effect at the time when
any benefits payable under this Plan shall become due, the
beneficiary shall be the spouse of the Participant, or if no
spouse is then living, the representatives of the Participant's
estate.
6. Miscellaneous.
6.1 Assignability. A Participant's rights and interests
under the Plan may not be assigned or transferred except, in the
event of the Participant's death, to his or her designated
beneficiary, or in the absence of a designation, by will or to
his or her legal representative.
6.2 Taxes. The Company shall deduct from all payments made
hereunder all applicable federal or state taxes which may be
required by law to be withheld from such payments.
6.3. Construction. The Plan shall be construed according to
the laws of the State of Idaho.
6.4 Form of Communication. Any election, application,
claim, notice or other communication required or permitted to be
made by a Participant to the Company shall be made in writing and
in such form as the Company shall prescribe. Such communication
shall be effective upon mailing, if sent by first class mail,
postage prepaid, and addressed to the Company's office at One
Jefferson Square, Boise, Idaho 83728.
6.5 Unsecured General Creditor. Except as provided in
Section 8 hereof, participants and their beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights,
interest or claims in any property or assets of the Company, nor
shall they be beneficiaries of, or have any rights, claims or
interests in any life insurance policies, annuity contracts or
the proceeds therefrom owned or which may be acquired to the
Company ("Policies"). Such Policies or other assets of the
Company shall not be held under any trust for the benefit of
Participants, their beneficiaries, heirs, successors, or assigns,
or held in any way as collateral security for the fulfilling of
the obligations of the Company under this Plan. Any and all
Company assets and Policies shall be, and remain, the general,
unpledged, unrestricted assets of the Company. The Company's
obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future.
7. Amendment and Termination. The Board of Directors may, at
any time, amend the Plan, provided that the amendment shall not
adversely affect any right or benefit of a Participant accrued
under the Plan prior to the amendment without the prior consent
of a Participant.
8. Deferred Compensation and Benefits Trust. The Company is
establishing a Deferred Compensation and Benefits Trust
("Trust"), and the Company shall comply with the terms of the
Trust. Upon the occurrence of any Potential Change in Control of
the Company, the Company shall transfer to the Trust an amount of
cash, marketable securities, or other property acceptable to the
trustee(s) equal in value to 105 percent of the amount necessary,
on an actuarial basis and calculated in accordance with the terms
of the Trust, to pay the Company's obligations under this Agree-
ment (the "Funding Amount"). The cash, marketable securities,
and other property so transferred shall be held, managed, and
disbursed by the trustee(s) subject to and in accordance with the
terms of the Trust. In addition, from time to time the Company
shall make any and all additional transfers of cash, marketable
securities, or other property acceptable to the trustee(s) as may
be necessary in order to maintain the Funding Amount with respect
to this Plan.
BOISE CASCADE CORPORATION
1982 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
(As Amended Through December 7, 1995)
BOISE CASCADE CORPORATION
1982 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the Boise Cascade
Corporation 1982 Executive Officer Deferred Compensation Plan
(the "Plan") is to further the growth and development of Boise
Cascade Corporation (the "Company") by providing executive
officers of the Company the opportunity to defer a portion of
their compensation and thereby encourage their productive
efforts.
2. Definitions.
2.1 Change in Control. A "Change in Control" shall
mean a Change in Control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), or any successor provisions,
whether or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change in
Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates
other than in connection with the acquisition by the Company or
its affiliates of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(b) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of directors
then serving: individuals who, on the date hereof, constitute
the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof
or whose appointment, election, or nomination for election was
previously so approved (the "Continuing Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other corporation
or approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or any
direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 66 2/3%
of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from the Company or its subsidiaries other than
in connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(d) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a Change in Control
of the Company (a "Transaction") shall not constitute a Change in
Control of the Company if, in connection with the Transaction, a
Participant participates as an equity investor in the acquiring
entity or any of its affiliates (the "Acquiror"). For purposes
of the preceding sentence, a Participant shall not be deemed to
have participated as an equity investor in the Acquiror by virtue
of (i) obtaining beneficial ownership of any equity interest in
the Acquiror as a result of the grant to a Participant of an
incentive compensation award under one or more incentive plans of
the Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation awards
of the Company into incentive compensation awards of the
Acquiror), on terms and conditions substantially equivalent to
those applicable to other executives of the Company immediately
prior to the Transaction, after taking into account normal
differences attributable to job responsibilities, title, and the
like; (ii) obtaining beneficial ownership of any equity interest
in the Acquiror on terms and conditions substantially equivalent
to those obtained in the Transaction by all other stockholders of
the Company; or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of the
Transaction.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.2 Compensation. A Participant's salary, commission,
bonus and other payments for personal services rendered by a
Participant to the Company during a calendar year. Compensation
shall not include any amounts paid by the Company to a
Participant that are not strictly in consideration for personal
services, such as expense reimbursement, cost-of-living allow-
ance, education allowance, premium on excess group life insur-
ance, or any Company contribution to the Pension Plan or the
Savings and Supplemental Retirement Plan; and the fact that an
amount constitutes taxable income to the Participant shall not be
controlling for this purpose. Compensation shall not include any
taxable income realized by, or payments made to, an employee as a
result of the grant or exercise of an option to acquire stock of
the Company or as a result of the disposition of such stock, and
shall not include compensation resulting from any long-term
incentive plans such as the Company's Performance Share Plan.
2.3 Deferred Compensation Agreement. A written
agreement between a Participant and the Company, whereby a
Participant agrees to defer a portion of his or her Compensation
pursuant to the provisions of the Plan, and the Company agrees to
make benefit payments in accordance with the provisions of the
Plan.
2.4 Deferred Compensation and Benefits Trust. An
irrevocable trust or trusts established or to be established by
the Company with an independent trustee or trustees for the
benefit of persons entitled to receive payments or benefits
hereunder, the assets of which nevertheless will be subject to
claims of the Company's creditors in the event of bankruptcy or
insolvency and with respect to which the Company shall have
received a ruling from the Internal Revenue Service that the
trust is a "grantor trust" for federal income tax purposes.
The Deferred Compensation and Benefits Trust
contains the following additional provisions:
(a) If a Change in Control of the Company does
not occur within one year after the Potential Change in Control,
the Company may reclaim the assets transferred to the trustee or
trustees subject to the requirement that it be again funded upon
the occurrence of another Potential Change in Control.
(b) Upon a Change in Control, the assets of the
Deferred Compensation and Benefits Trust shall be used to pay
benefits under this Plan, except to the extent such benefits are
paid by the Company, and the Company and any successor shall
continue to be liable for the ultimate payment of those benefits.
(c) The Deferred Compensation and Benefits Trust
will be terminated upon the exhaustion of the trust assets or
upon payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust
shall contain other appropriate terms and conditions consistent
with the purposes sought to be accomplished by it. Prior to a
Change in Control, the Deferred Compensation and Benefits Trust
may be amended from time to time by the Company, but no such
amendment may substantially alter any of the provisions set out
in the preceding paragraphs.
2.5 Disability. A condition that totally and
continuously prevents the Participant, for at least six
consecutive months, from engaging in an "occupation" for
Compensation or profit. During the first 24 months of total
Disability, "occupation" means the Participant's occupation at
the time the Disability began. After that period, "occupation"
means any occupation for which the Participant is or becomes
reasonably fitted by education, training, or experience.
Notwithstanding the foregoing, a Disability shall not exist for
purposes of this Plan if the Participant fails to qualify for
Disability benefits under the Social Security Act, unless the
Company determines, in its sole discretion, that a Disability
exists.
2.6 Early Retirement Date. The date of a
Participant's Termination of Employment for reasons other than
death or Disability, prior to attainment of age 65 but subsequent
to attaining age 55, and after completing ten (10) Years of
Service with the Company. For purposes of this Section, a
Participant's age and Years of Service shall be determined by
taking into account any imputation of age or service permitted
under any special early retirement program(s) offered by the
Company.
2.7 Executive Officer. The Chairman of the Board and
Chief Executive Officer, the President and Chief Operating
Officer, any Executive Vice President, any Senior Vice President,
any Vice President, the Secretary, the Treasurer, or the
Controller of the Company.
2.8 Normal Retirement Date. The first day of the
month coincident with or next following a Participant's 65th
birthday.
2.9 Participant. An Executive Officer who has entered
into a written Deferred Compensation Agreement with the Company
in accordance with the provisions of the Plan.
2.10 Pension Plan. The Boise Cascade Corporation
Pension Plan for Salaried Employees, as amended from time to
time.
2.11 Potential Change in Control. A "Potential Change
in Control of the Company" shall be deemed to have occurred if
(i) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control of
the Company; (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which if
consummated would constitute a change in control of the Company;
(iii) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 9.5% or
more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then
outstanding securities; or (iv) the Board adopts a resolution to
the effect that a Potential Change in Control of the Company has
occurred.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.12 Service. Service as accumulated under the
Company's Pension Plan.
2.13 Termination of Employment. The Participant's
ceasing to be employed by the Company for any reason whatsoever,
whether voluntarily or involuntarily, including by reason of
early retirement, normal retirement, death or Disability.
2.14 Year of Service. A Year of Vesting Service, as
provided in the Company's Pension Plan.
3. Administration and Interpretation of the Plan. The
Company shall administer and interpret the Plan, and
interpretation by the Company shall be final and binding upon a
Participant. The Company may adopt rules and regulations
relating to the Plan as it may deem necessary or advisable for
the administration of the Plan. The Company may also delegate
administrative responsibilities to advisors or other persons who
are not employees of the Company and may rely upon information or
opinions of legal counsel or experts selected to render advice
with respect to the Plan.
4. Participant Compensation Deferral.
4.1 Compensation Reduction. Prior to January 1, 1983,
an Executive Officer who wishes to participate in the Plan shall
execute a written Deferred Compensation Agreement, in the format
provided by the Company, whereby the Executive Officer elects to
defer a portion of his or her Compensation otherwise earned and
payable on or after January 1, 1983. The amount of annual
Compensation to be deferred shall be in whole percentage
increments of not less than 6% nor greater than 10% of
Compensation. The period during which Compensation is reduced
shall be the four (4) calendar years immediately following 1982.
The amount deferred shall result in corresponding reductions in
the Compensation payable to a Participant.
4.2 Participation After January 1, 1983. An Executive
Officer who first attains such status subsequent to January 1,
1983, and prior to January 1, 1987, shall be entitled to par-
ticipate in the Plan for four (4) full calendar years after being
elected an Executive Officer and shall be bound by all the other
terms and conditions of the Plan. An Executive Officer who,
although eligible, elects not to participate in the Plan, may
subsequently and with the approval of the Company become a
Participant before January 1, 1987, for such a period of time, up
to and including four (4) full calendar years from the
commencement of participation, as may be approved by the Company,
in which case he or she shall be bound by all the other terms and
conditions of the Plan.
4.3 Alteration of Compensation Deferral. The amount
of Compensation to be deferred, once selected by a Participant,
shall be irrevocable except upon written approval by the Company.
A request to alter the amount of Compensation deferred shall be
submitted by a Participant in writing to the Company prior to
January 1 of the year that such modification is requested and
shall detail the reasons for the modification. If a modification
of the deferral amount is granted by the Company, the
modification shall be effective for all future years of
participation; and all benefits under the Plan shall be adjusted
to reflect the new deferred amount and also to reflect any costs
incurred by the Company to effect the adjusted benefits payable
to the Participant.
4.4 Company Contribution. The Company shall, at the
election of a Participant, contribute an additional amount equal
to 3.6% (however, effective July 1, 1989, this amount shall be
increased to 4.2%) of the Participant's Compensation to the Plan,
to be used to provide benefits as specified in the Deferred
Compensation Agreement. If a Participant elects to have such
amount contributed under the Deferred Compensation Agreement, the
Company shall not make any matching contribution for such Parti-
cipant under the Company Savings and Supplemental Retirement
Plan.
4.5 Continuation of Contribution. Should there be a
Termination of Employment by a Participant prior to having
completed the entire period of participation determined in
accordance with Sections 4.1 or 4.2, the Participant may elect,
subject to the approval of the Company, to continue contributing
to the Plan at the same rate in effect upon Termination of
Employment for such period of time, up to and including the
entire period of participation determined in accordance with
Sections 4.1 or 4.2, as may be approved by the Company, in which
case he or she will continue to be a Participant and be bound by
all the other terms and conditions of the Plan. In any such
case, the Company may continue its contributions or may require
the Participant to contribute the amounts formerly contributed by
the Company.
5. Payment of Deferred Amounts.
5.1 Normal Benefit. Unless a Participant is otherwise
receiving a benefit under this Plan, and except as provided in
this Section, the Company shall pay to a Participant in 180 equal
monthly installments commencing on the Participant's Normal
Retirement Date, as compensation earned for services rendered
prior to such date, the Normal Benefit amount specified in the
Deferred Compensation Agreement (the "Normal Benefit"). If a
Participant is employed by the Company after attaining age 65,
payment of the Normal Benefit shall commence on the first day of
the month following the Participant's Termination of Employment.
5.2 Payment Upon Death After Normal Retirement. If a
Participant entitled to the Normal Benefit dies after his or her
Normal Retirement Date, his or her beneficiary shall receive any
Normal Benefit payments that would have been paid to the
Participant. In lieu of the monthly Normal Benefit payments,
upon the request of the Participant's beneficiary, the Company
may, in its sole discretion, make an actuarially determined
equivalent lump-sum payment to the Participant's beneficiary.
5.3 Early Benefit. If a Participant terminates
employment on an Early Retirement Date, the Company shall pay to
the Participant, in 180 equal monthly installments commencing on
the first day of the month coincident with or next following the
Early Retirement Date, as compensation earned for services
rendered prior to such time, the Early Benefit amount specified
in the Deferred Compensation Agreement corresponding to the
Participant's age on his or her Early Retirement Date or an
amount actuarially determined if a Participant's Early Benefit is
not specified for that age (the "Early Benefit"). Subject to
approval by the Company, a Participant may elect to defer
commencement of payment of the Early Benefit. This election
shall be in writing and submitted to the Company prior to
January 1 of the year of the Participant's Early Retirement Date,
and at least 30 days prior to the Participant's Early Retirement
Date. If a Participant makes such an election, the Company shall
pay the Participant in 180 equal monthly installments the Early
Benefit specified in the Deferred Compensation Agreement
corresponding to the Participant's age on the date to which the
deferral has been made or an amount actuarially determined if a
Participant's Early Benefit is not specified for that age -- or
if a Participant elects to defer payment of such benefit past the
first day of month after attaining age 65, the Normal Benefit.
If a Participant dies before receiving 180 monthly Early Benefit
payments, his or her beneficiary shall receive any unpaid Early
Benefits that would have been paid to the Participant. In lieu
of the monthly Early Benefit payments, upon the request of the
Participant's beneficiary, the Company may, in its sole
discretion, make an actuarially determined equivalent lump-sum
payment to the Participant's beneficiary.
A Participant who terminates employment prior to
attaining age 55, but who has completed ten (10) Years of
Service, may elect, subject to approval by the Company, to
commence receiving an Early Benefit at any time between ages 55
and 65, in accordance with the provisions of this Section. This
election shall be in writing and submitted to the company prior
to the end of the calendar year preceding the year in which the
Participant elects to commence receiving the Early Benefit.
The provisions of this Section 5.3 shall apply to
a Participant who is continuing to make contributions pursuant to
Section 4.5, except that such Participant shall be deemed for
this purpose only to have terminated employment upon the
expiration of the period of continued participation as determined
in accordance with Section 4.5.
Notwithstanding any provision in this Plan to the
contrary, an Executive Officer or Beneficiary may request at any
time a single lump-sum payment of his or her benefit described
under the Plan. This request must be made in writing to the
Company. The lump-sum payment shall be made within 30 days of
the date on which the Company received the request for the
distribution. The amount of the payment shall be equal to
(i) the actuarial equivalent of the benefit described under
Sections 5.1, 5.2, or 5.3 as determined by the same actuarial
adjustment used under the Salaried Plan with respect to the
determination of the amount payable as a lump-sum distribution,
using the assumptions used for purposes of calculating such
present values under the Salaried Plan and 120% of the applicable
PBGC interest rate (the "Plan Benefit"), and reduced by (ii) an
amount equal to 10% of the Plan Benefit. This lump-sum payment
shall be subject to withholding of federal, state, and other
taxes to the extent applicable. If a request is made under this
provision, the Participant shall not be eligible to participate
in any nonqualified deferred compensation plan maintained by the
Company, including this Plan, for a period of 12 months after
such request is made. In addition, in such event any deferred
compensation agreement pursuant to any nonqualified deferred
compensation plan of the Company shall not be effective with
respect to compensation payable to the Participant during this
12-month period.
5.4 Disability Benefit. If a Participant terminates
employment with the Company prior to attaining age 65 due to a
Disability, the Company shall pay the Participant in monthly
installments commencing on the first day of the seventh con-
secutive month following the Participant's Disability, the
Disability Benefit specified in the Deferred Compensation
Agreement until the Participant attains his or her Normal
Retirement Date or ceases to be totally and continuously disabled
(the "Disability Benefit"). After a Participant who is receiving
a Disability Benefit attains his or her Normal Retirement Date,
he shall be entitled to the Normal Benefit. If a Participant
dies while receiving a Disability Benefit, the Participant's
beneficiary shall receive the Survivor's Benefit pursuant to
Section 5.6.
5.5 Termination Benefit. Except as provided in
Sections 5.3, 5.4, and 5.6, upon a Participant's Termination of
Employment prior to completing one (1) year of participation in
the Plan, the Company shall pay to a Participant, as Compensation
earned for services rendered, a lump-sum amount equal to:
(i) the amount of Compensation deferred pursuant to the
Participant's Deferred Compensation Agreement, plus interest on
the amount deferred at the Bank of America prime interest rate as
of the first business day of that calendar year, compounded
annually from the dates of the deferrals; and (ii) any Company
contribution credited on behalf of the Participant if the
Participant is fully vested in the Company Savings and
Supplemental Retirement Plan, plus interest at the Bank of
America prime interest rate as of the first business day of that
calendar year, compounded annually from the dates of
contribution. Such payment shall be made within 60 days
following Termination of Employment.
If Termination of Employment occurs after
one (1) year of participation in the Plan, the benefits provided
in Sections 5.1, 5.2, 5.3, and 5.7 shall be multiplied by a
percentage corresponding to the years of participation in the
Plan, based on the following schedule:
Years of Participation Percentage
1 but less than 2 75
2 but less than 3 85
3 but less than 4 93
4 and Over 100
5.6 Survivor's Benefit. If a Participant dies while
employed by the Company, or after Termination of Employment if
receiving a Disability Benefit, or if eligible for (but not yet
receiving) an Early Benefit or Normal Benefit, the Company shall
pay to the Participant's beneficiary, in equal monthly
installments commencing on the first day of the month after the
Participant's death, the Survivor's Benefit specified in the
Deferred Compensation Agreement until the Participant would have
attained age 65; however, such payments shall continue in any
event for at least 180 months.
5.7 Proportionate Benefit. All benefits payable under
this Section 5 shall be proportionately adjusted by a fraction,
the numerator of which is the actual dollar amount deferred by a
Participant and the denominator of which is the product of the
Stated Deferral specified in the Deferred Compensation Agreement
multiplied by four. For the purpose of determining the benefit
payable under Sections 5.4 or 5.6, in the event of Disability, or
death prior to January 1, 1987, the denominator of the above-
referenced fraction shall be the product of the Stated Deferral
specified in the Deferred Compensation Agreement multiplied by
the actual years (and fractions thereof) of deferral.
5.8 Recipients of Payments; Designation of
Beneficiary. All payments to be made by the Company shall be
made to the Participant, if living. In the event of a
Participant's death prior to the receipt of all benefit payments,
all subsequent payments to be made under the Plan shall be to the
beneficiary or beneficiaries of the Participant. The Participant
shall designate a beneficiary by filing a written notice of such
designation with the Company in such form as the Company may
prescribe. If no designation shall be in effect at the time when
any benefits payable under this Plan shall become due, the
beneficiary shall be the spouse of the Participant, or if no
spouse is then living, the representatives of the Participant's
estate.
5.9 Deferred Compensation and Benefits Trust. The
Company is establishing a Deferred Compensation and Benefits
Trust ("Trust"), and the Company shall comply with the terms of
the Trust. Upon the occurrence of any Potential Change in
Control of the Company, the Company shall transfer to the Trust
an amount of cash, marketable securities, or other property
acceptable to the trustee(s) equal in value to 105 percent of the
amount necessary, on an actuarial basis and calculated in
accordance with the terms of the Trust, to pay the Company's
obligations under this Agreement (the "Funding Amount"). The
cash, marketable securities, and other property so transferred
shall be held, managed, and disbursed by the trustee(s) subject
to and in accordance with the terms of the Trust. In addition,
from time to time the Company shall make any and all additional
transfers of cash, marketable securities, or other property
acceptable to the trustee(s) as may be necessary in order to
maintain the Funding Amount with respect to this Plan.
6. Miscellaneous.
6.1 Assignability. A Participant's rights and
interests under the Plan may not be assigned or transferred
except, in the event of the Participant's death, to his or her
designated beneficiary, or in the absence of a designation, by
will or to his or her legal representative.
6.2 Employment Not Guaranteed by Plan. Neither this
Plan nor any action taken hereunder shall be construed as giving
a Participant the right to be retained as an Executive Officer or
as an employee of the Company for any period.
6.3 Taxes. The Company shall deduct from all payments
made hereunder all applicable Federal or state taxes required by
law to be withheld from such payments.
6.4 Construction. The Plan shall be construed
according to the laws of the state of Idaho.
6.5 Form of Communication. Any election, application,
claim, notice or other communication required or permitted to be
made by a Participant to the Company shall be made in writing and
in such form as the Company shall prescribe. Such communication
shall be effective upon mailing, if sent by first-class mail,
postage prepaid, and addressed to the Company's office at
1111 West Jefferson Street (83702), P.O. Box 50, Boise, Idaho
83728-0001.
7. No Reduction in Pension Benefit. To compensate a
Participant for any reduction in pension benefits under the
Pension Plan which may result from a Participant's deferring
Compensation under this Plan, the Company shall pay to the
Participant an amount equal to the reduction in pension benefits
in the same manner and at the same time as such reduced benefits
would have been paid under the Pension Plan.
8. Amendment and Termination. The Board of Directors may,
at any time, amend the Plan, provided that the amendment shall
not adversely affect any right or benefit of a Participant under
the Plan without the prior consent of a Participant.
BOISE CASCADE CORPORATION
SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVE OFFICERS
(As Amended Through December 7, 1995)
BOISE CASCADE CORPORATION
SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVE OFFICERS
1. Purpose of the Plan. The purpose of this
Supplemental Plan is to facilitate the orderly succession of
Executive Officers with continuity of management by providing
additional Early Retirement Benefits for the Executive
Officers.
2. Definitions.
2.1 "Board of Directors" shall mean the Board of
Directors of Boise Cascade Corporation.
2.2 "Change in Control." A Change in Control shall
mean a Change in Control of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended ("Exchange Act"), or any successor
provisions, whether or not the Company is then subject to such
reporting requirement; provided that, without limitation, such
a Change in Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or
its affiliates other than in connection with the acquisition
by the Company or its affiliates of a business) representing
20% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the
Company's then outstanding securities; or
(b) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of
directors then serving: individuals who, on the date hereof,
constitute the Board and any new director (other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or
election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either
were directors on the date hereof or whose appointment,
election, or nomination for election was previously so
approved (the "Continuing Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation or approve the issuance of voting securities of
the Company in connection with a merger or consolidation of
the Company (or any direct or indirect subsidiary of the
Company) pursuant to applicable stock exchange requirements,
other than (i) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, at least 66 2/3% of the combined voting
power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company or its subsidiaries other than in
connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding
securities; or
(d) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or
an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets, other than a
sale or disposition by the Company of all or substantially all
of the Company's assets to an entity, at least 66 2/3% of the
combined voting power of the voting securities of which are
owned by Persons in substantially the same proportions as
their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a change in
control of the Company (a "Transaction") shall not constitute
a change in control of the Company if, in connection with the
Transaction, a Participant participates as an equity investor
in the acquiring entity or any of its affiliates (the
"Acquiror"). For purposes of the preceding sentence, a
Participant shall not be deemed to have participated as an
equity investor in the Acquiror by virtue of (i) obtaining
beneficial ownership of any equity interest in the Acquiror as
a result of the grant to a Participant of an incentive
compensation award under one or more incentive plans of the
Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation
awards of the Company into incentive compensation awards of
the Acquiror), on terms and conditions substantially
equivalent to those applicable to other executives of the
Company immediately prior to the Transaction, after taking
into account normal differences attributable to job
responsibilities, title, and the like; (ii) obtaining
beneficial ownership of any equity interest in the Acquiror on
terms and conditions substantially equivalent to those
obtained in the Transaction by all other stockholders of the
Company; or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of
the Transaction.
For purposes of this section, "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.3 "Committee." The Retirement Committee of the
Company appointed by the Board of Directors, which in addition
to its other duties and responsibilities, shall have the
duties and responsibilities set out in Article V of this
Supplemental Plan.
2.4 "Company." Boise Cascade Corporation, a
corporation organized and existing under the laws of the state
of Delaware, or its successor or successors.
2.5 "Competitor." Any business, foreign or
domestic, which is engaged, at any time relevant to the
provisions of this Supplemental Plan, in the manufacture, sale
or distribution of products, or in the providing of services,
in competition with products manufactured, sold or
distributed, or services provided, by the Company.
2.6 "Deferred Compensation and Benefits Trust." An
irrevocable trust or trusts established or to be established
by the Company with an independent trustee or trustees for the
benefit of persons entitled to receive payments or benefits
hereunder, the assets of which nevertheless will be subject to
claims of the Company's creditors in the event of bankruptcy
or insolvency and with respect to which the Company shall have
received a ruling from the Internal Revenue Service that the
trust is a "grantor trust" for federal income tax purposes.
The Deferred Compensation and Benefits Trust
contains the following additional provisions:
(a) If a Change in Control of the Company does
not occur within one year after the Potential Change in
Control, the Company may reclaim the assets transferred to the
trustee or trustees subject to the requirement that it be
again funded upon the occurrence of another Potential Change
in Control.
(b) Upon a Change in Control, the assets of
the Deferred Compensation and Benefits Trust shall be used to
pay benefits under this Plan, except to the extent such
benefits are paid by the Company, and the Company and any
successor shall continue to be liable for the ultimate payment
of those benefits.
(c) The Deferred Compensation and Benefits
Trust will be terminated upon the exhaustion of the trust
assets or upon payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits
Trust shall contain other appropriate terms and conditions
consistent with the purposes sought to be accomplished by it.
Prior to a Change in Control, the Deferred Compensation and
Benefits Trust may be amended from time to time by the
Company, but no such amendment may substantially alter any of
the provisions set out in the preceding paragraphs.
2.7 "Early Retirement Date." The first day of the
month coincident with or next following an Executive Officer's
fifty-fifth birthday. If an Executive Officer does not
actually end employment with the Company as of the date
indicated in the preceding sentence but does terminate at a
later date which is before his Normal Retirement Date, the
term "Early Retirement Date" shall refer, if the context so
indicates, to the date of actual retirement.
2.8 "Early Retirement Benefits" The benefits that
will be paid to an Executive Officer who retires from the
Company under the provisions of this Supplemental Plan.
2.9 "Effective Date." The date this Supplemental
Plan becomes effective as established by the Board of
Directors.
2.10 "Involuntary Retirement." The termination of
employment of an Executive Officer by action of the Company or
the Board of Directors prior to an Executive Officer's Normal
Retirement Date but after the Executive Officer has completed
ten or more years of service and has reached the age of at
least fifty-five years.
2.11 "Executive Officer." A person employed by the
Company as an executive officer as that term is defined by the
Securities and Exchange Commission.
2.12 "Normal Retirement Date." The first day of the
month coincident with or next following an Executive Officer's
sixty-fifth birthday.
2.13 "Potential Change in Control." A Potential
Change in Control of the Company shall be deemed to have
occurred if (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a
Change in Control of the Company; (ii) the Company or any
Person publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change
in Control of the Company; (iii) any Person becomes the
Beneficial Owner, directly or indirectly, of securities of the
Company representing 9.5% or more of either the then
outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or (iv) the Board adopts a resolution to the
effect that a Potential Change in Control of the Company has
occurred.
For purposes of this section, "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.14 "Salaried Plan." The Boise Cascade Corporation
Pension Plan for Salaried Employees and the Boise Cascade
Corporation Excess Benefit Plan as they currently are in
effect and as amended from time to time after the Effective
Date of this Supplemental Plan.
2.15 "Supplemental Plan." The Boise Cascade
Corporation Supplemental Early Retirement Plan for Executive
Officers as set forth herein and as amended from time to time
after the Effective Date.
2.16 Construction. Except to the extent preempted
by federal law, this Supplemental Plan shall be construed
according to the laws of the state of Idaho. The masculine
gender, where appearing in this Supplemental Plan, shall be
deemed to include the feminine gender. The words "hereof,"
"herein," "hereunder" and other similar compounds of the word
"here" shall mean and refer to the entire Supplemental Plan,
not to any particular provision or section.
3. Eligibility for Early Retirement Benefits.
3.1 Eligibility. An Executive Officer with ten or
more years of service with the Company, as defined in the
Salaried Plan, whose employment with the Company is terminated
through Involuntary Retirement, or who elects early retirement
on or after his Early Retirement Date but before his Normal
Retirement Date, shall receive the Early Retirement Benefits
as set forth in Article IV herein; provided, however, that in
the event an Executive Officer's employment is terminated for
"cause," as that term is defined by the severance policy of
the Company, the Executive Officer shall not be eligible to
receive any benefits under this Supplemental Plan.
3.2 Notice. If an Executive Officer is required to
take Involuntary Retirement under this Supplemental Plan, he
shall be given a written notice thereof and shall be advised
of the Early Retirement Benefits to be paid hereunder.
Additionally, any eligible Executive Officer desiring to
retire under the terms of this Supplemental Plan on or after
his Early Retirement Date shall notify the Company of his
decision, in writing, at least 30 days in advance of his Early
Retirement Date.
4. Early Retirement Benefits.
4.1 Early Retirement Benefits. An Executive
Officer who is eligible to retire on his Early Retirement Date
but before his Normal Retirement Date and who elects to
retire, or who is required to take Involuntary Retirement by
the Company during that period, shall receive the Early
Retirement Benefits as set forth in Section 4.2 herein.
4.2 Computation of Early Retirement Benefits. The
Early Retirement Benefits payable to any Executive Officer who
is covered by the provisions of Section 4.1 hereof shall be
calculated as follows:
Until age 65, the Early Retirement Benefits
payable hereunder shall be an amount equal to the Basic
Pension Benefit that would have been payable at age 65 under
the Salaried Plan (before reduction to reflect any retirement
option selected by the Executive Officer pursuant to
Article VII of the Salaried Plan) without reduction on account
of early retirement.
Notwithstanding the foregoing, an Executive
Officer may make an irrevocable written election at any time
up to and including Early Retirement to receive, as an
alternative to the amounts described above, Early Retirement
Benefits commencing upon Early Retirement equal to the
difference between (1) the amount of the Basic Pension
Benefit, as defined in the Salaried Plan (before the reduction
to reflect any retirement option selected by the Executive
Officer pursuant to Article VII of the Salaried Plan), payable
to the Executive Officer as of his Early Retirement Date,
without reduction for early retirement under the Salaried
Plan, and (2) the amount of the Basic Pension Benefit, as
defined in the Salaried Plan (before the reduction to reflect
any retirement option selected by the Executive Officer
pursuant to Article VII of the Salaried Plan), payable to the
Executive Officer as of his Early Retirement Date, after
application of the reduction factors as set forth in
Article VI of the Salaried Plan due to the Executive Officer's
election to retire on or after his Early Retirement Date.
If the calculations made pursuant to this
Section 4.2 produce no Early Retirement Benefits for an
Executive Officer, then this Supplemental Plan shall not apply
to that Executive Officer.
The Company will be secondarily liable for the
payment of any amounts that are payable from the Salaried
Plan.
4.3 Manner and Adjustment of Payment. The Early
Retirement Benefits, as computed in Section 4.2 hereof and as
provided hereunder, shall, except as provided in Section 4.6
hereof, become an unfunded general obligation of the Company
and shall be paid to the Executive Officer in monthly
installments as a supplemental retirement benefit. The Early
Retirement Benefits shall be paid in the same form as the
Executive Officer's benefits selected under the Salaried Plan
and shall be actuarially reduced to reflect the optional form
of payment, if any, selected by the Executive Officer under
Article VII of the Salaried Plan.
4.4 Executive Officer Not to Compete. If an
Executive Officer who is receiving Early Retirement Benefits
hereunder and who has not yet reached his Normal Retirement
Date provides significant services as an employee or
consultant, or otherwise renders services of a significant
nature for remuneration, to a Competitor, the Company may, in
its discretion, cancel all further Early Retirement Benefits
due to be payable to the Executive Officer hereunder; and
after the date of cancellation, the Executive Officer shall
forfeit all future benefits under this Supplemental Plan. The
Company may, in its discretion, consent to an Executive
Officer's rendering services to a Competitor; and if it does
so consent, it may place whatever limitations it considers
appropriate on the consent. If the Executive Officer breaches
the terms of the consent, the Company may, in its discretion,
cancel all further Early Retirement Benefits due to be payable
to the Executive Officer hereunder; and after the date of
cancellation, the Executive Officer shall forfeit all future
benefits under this Supplemental Plan.
4.5 Supplemental Survivor's Retirement Benefit. In
the event an Executive Officer eligible for an Early
Retirement supplement under the terms of this Supplemental
Plan terminates employment by reason of death, his spouse, if
any, shall be eligible to receive a supplemental Survivor's
Retirement Benefit under this Plan. The amount of the
supplemental Survivor's Retirement Benefit shall be equal to
the difference between the Survivor's Retirement Benefit
payable under the terms of the Salaried Plan and the amount to
which the spouse would be entitled under the terms of both
this Supplemental Plan and such Salaried Plan if the employee
had elected Early Retirement on the date of his death and had
elected to receive benefits in the form of a 50% Joint and
Survivor Annuity with the spouse as joint annuitant. A sur-
viving spouse shall not be eligible for a supplemental
survivor's benefit under this Plan unless the spouse is
eligible for a survivor's benefit under the terms of the
Salaried Plan.
4.6 Deferred Compensation and Benefits Trust. The
Company is establishing a Deferred Compensation and Benefits
Trust ("Trust), and shall comply with the terms of the Trust.
Upon the occurrence of any Potential Change in Control of the
Company, the Company shall transfer to the Trust an amount of
cash, marketable securities, or other property acceptable to
the trustee(s) equal in value to 105 percent of the amount
necessary, on an actuarial basis and calculated in accordance
with the terms of the Trust, to pay the Company's obligations
under this Agreement (the "Funding Amount"). The cash,
marketable securities, and other property so transferred shall
be held, managed, and disbursed by the trustee(s) subject to
and in accordance with the terms of the Trust. In addition,
from time to time the Company shall make any and all
additional transfers of cash, marketable securities, or other
property acceptable to the trustee(s) as may be necessary in
order to maintain the Funding Amount with respect to this
Plan. For purposes of calculating the amount required to be
transferred by the Company to the Trust, any Executive Officer
whose employment has not been previously terminated shall be
deemed to have elected to retire upon the later of the second
anniversary of the Potential Change in Control or the date as
of which that calculation is being made and not to have
elected the alternative Early Retirement Benefits under
Section 4.2 hereof.
5. Duties.
5.1 Committee's Powers. Except as otherwise
provided in the Supplemental Plan with regard to the powers of
the Company, the Committee shall have control of
administration of the Plan, with all powers necessary to
enable it to carry out its duties hereunder. The Committee
shall have the right to inspect the records of the Company
whenever such inspection may be reasonably necessary in order
to determine any fact pertinent to the performance of the
duties of the Committee. The Committee, however, shall not be
required to make such inspection but may, in good faith, rely
on any statement of the Company or any of its officers or
employees.
5.2 Copy of Supplemental Plan to Be Furnished. The
Committee shall furnish a copy of this Supplemental Plan to
all present and future Executive Officers of the Company who
are or become entitled to be covered under this Supplemental
Plan as eligible Executive Officers.
5.3 Records. The Committee shall keep a complete
record of all its proceedings and all data necessary for
administration of the Supplemental Plan.
5.4 Appeal Procedure. If any Executive Officer
feels aggrieved by any decision of the Committee concerning
his benefits hereunder, the Committee shall provide, upon
written request of the Executive Officer, specific written
reasons for the decision. The Committee shall afford an
Executive Officer whose claim for benefits has been denied
60 days from the date notice of denial is mailed in which to
request a hearing before the Committee. If an Executive
Officer requests a hearing, the Committee shall review the
written comments, oral statements and any other evidence
presented on behalf of the Executive Officer at the hearing
and render its decision within 60 days of such hearing. If
the Executive Officer still feels aggrieved by the Committee's
decision concerning his benefits hereunder, the Executive
Officer can request the Human Resources Committee of the Board
of Directors to review his case. The request for hearing must
be made in writing within 60 days from the date of the
Committee's decision. The Human Resources Committee of the
Board of Directors shall review said decision within four
months after receiving the Executive Officer's request for
review and shall, within a reasonable time thereafter, render
a decision respecting the Executive Officer's claim, which
shall be final, binding and conclusive.
If any Executive Officer feels aggrieved by any
decision of the Company concerning his rights hereunder, the
Company shall provide, upon the written request of the Execu-
tive Officer, specific written reasons for its decision. If
the Executive Officer is not satisfied with the Company's
decision with respect to his rights, the Executive Officer can
request the Human Resources Committee of the Board of
Directors to review his case. The Executive Officer's request
must be made within 60 days of the mailing of the Company's
written decision, and the Human Resources Committee of the
Board of Directors will handle the review in the same manner
as set forth above with respect to appeals from Committee
decisions.
6. Amendment and Termination.
6.1 Amendment. To provide for contingencies which
may require the clarification, modification or amendment of
this Supplemental Plan, the Company reserves the right to
amend this Supplemental Plan at any time; provided, however,
no amendment shall affect any benefits previously granted
hereunder to any Executive Officer who elected or was
required, pursuant to this Supplemental Plan, to retire early.
Further, prior to any amendment of the Supplemental Plan, the
Company shall give at least 90 days' prior written notice to
any Executive Officer, who at the time of the amendment will
be eligible to receive Early Retirement Benefits hereunder, of
the proposed amendment and his eligibility to elect early
retirement prior to the effective date of the amendment.
6.2 Termination. It is the present intention of
the Company to maintain this Supplemental Plan indefinitely.
Nonetheless, the Company reserves the right, at any time, to
terminate the Supplemental Plan; provided, however, no termi-
nation shall affect any benefits previously granted hereunder
to an Executive Officer who elected or was required, pursuant
to this Supplemental Plan, to retire early; and provided
further, that prior to any termination, the Company shall give
at least 90 days' prior written notice to any Executive
Officer, who at the time of the termination will be eligible
to receive Early Retirement Benefits hereunder, of the pro-
posed termination and of his option to elect, prior to the
termination, to take early retirement under this Supplemental
Plan prior to the effective date of the termination.
7. Miscellaneous.
7.1 Benefits Not Transferable or Assignable. None
of the benefits, payments, proceeds, claims or rights of any
Executive Officer hereunder shall be subject to the claim of
any creditor of the Executive Officer, other than the Company
as permitted in Section 7.2 hereof; nor shall any Executive
Officer have any right to transfer, assign, encumber or
otherwise alienate any of the benefits or proceeds which he
may expect to receive, contingently or otherwise, under this
Supplemental Plan.
7.2 Setoff. The Company shall have the right to
withhold and deduct from payments due hereunder to any
Executive Officer any amounts owed by the Executive Officer to
the Company which were incurred prior to the Executive
Officer's Early Retirement Date.
BOISE CASCADE CORPORATION
1987 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
(As Amended Through December 7, 1995)
BOISE CASCADE CORPORATION
1987 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the Boise Cascade
Corporation 1987 Board of Directors Deferred Compensation Plan
(the "Plan") is to further the growth and development of Boise
Cascade Corporation (the "Company") by providing directors of
the Company the opportunity to defer a portion or all of their
compensation and thereby encourage their productive efforts.
2. Definitions.
2.1 Change in Control. A Change in Control" shall mean a
Change in Control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), or any successor provisions,
whether or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change
in Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its
affiliates other than in connection with the acquisition by the
Company or its affiliates of a business) representing 20% or
more of either the then outstanding shares of common stock of
the Company or the combined voting power of the Company's then
outstanding securities; or
(b) The following individuals cease for any reason to
constitute at least 66 2/3% of the number of directors then
serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the direc-
tors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for
election was previously so approved (the "Continuing
Directors"); or
(c) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or
approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or
any direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at
least 66 2/3% of the combined voting power of the voting
securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such
Person any securities acquired directly from the Company or its
subsidiaries other than in connection with the acquisition by
the Company or its subsidiaries of a business) representing 20%
or more of either the then outstanding shares of common stock
of the Company or the combined voting power of the Company's
then outstanding securities; or
(d) The stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their
ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or transaction
which would otherwise constitute a change in control of the
Company (a "Transaction") shall not constitute a change in
control of the Company if, in connection with the Transaction,
a Participant participates as an equity investor in the
acquiring entity or any of its affiliates (the "Acquiror").
For purposes of the preceding sentence, a Participant shall not
be deemed to have participated as an equity investor in the
Acquiror by virtue of (i) obtaining beneficial ownership of any
equity interest in the Acquiror as a result of the grant to a
Participant of an incentive compensation award under one or
more incentive plans of the Acquiror (including but not limited
to the conversion in connection with the Transaction of
incentive compensation awards of the Company into incentive
compensation awards of the Acquiror), on terms and conditions
substantially equivalent to those applicable to other
executives of the Company immediately prior to the Transaction,
after taking into account normal differences attributable to
job responsibilities, title and the like, (ii) obtaining
beneficial ownership of any equity interest in the Acquiror on
terms and conditions substantially equivalent to those obtained
in the Transaction by all other stockholders of the Company, or
(iii) having obtained an incidental equity ownership in the
Acquiror prior to and not in anticipation of the Transaction.
For purposes of this section, "Beneficial Owner" shall
have the meaning set forth in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.2 Compensation. A Participant's fees for services
rendered by a Participant as a director of the Company during a
calendar year. Compensation shall not include any amounts paid
by the Company to a Participant that are not strictly in
consideration for personal services, such as expense
reimbursements.
2.3 Deferred Compensation Agreement. A written agreement
between a Participant and the Company, whereby a Participant
agrees to defer a portion of his or her Compensation pursuant
to the provisions of the Plan, and the Company agrees to make
benefit payments in accordance with the provisions of the Plan.
2.4 Deferred Compensation and Benefits Trust. An
irrevocable trust or trusts established or to be established by
the Company with an independent trustee or trustees for the
benefit of persons entitled to receive payments or benefits
hereunder, the assets of which nevertheless will be subject to
claims of the Company's creditors in the event of bankruptcy or
insolvency and with respect to which the Company shall have
received a ruling from the Internal Revenue Service that the
trust is a "grantor trust" for federal income tax purposes.
The Deferred Compensation and Benefits Trust contains the
following additional provisions:
(a) If a Change in Control of the Company does not occur
within one year after the Potential Change in Control, the
Company may reclaim the assets transferred to the trustee or
trustees subject to the requirement that it be again funded
upon the occurrence of another Potential Change in Control.
(b) Upon a Change in Control, the assets of the Deferred
Compensation and Benefits Trust shall be used to pay benefits
under this Plan, except to the extent such benefits are paid by
the Company, and the Company and any successor shall continue
to be liable for the ultimate payment of those benefits.
(c) The Deferred Compensation and Benefits Trust will be
terminated upon the exhaustion of the trust assets or upon
payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust shall
contain other appropriate terms and conditions consistent with
the purposes sought to be accomplished by it. Prior to a
Change in Control, the Deferred Compensation and Benefits Trust
may be amended from time to time by the Company, but no such
amendment may substantially alter any of the provisions set out
in the preceding paragraphs.
2.5 Director. A member of the Board of Directors of
Boise Cascade Corporation as elected by the shareholders.
2.6 Early Benefit Commencement Date. The date of a
Participant's Termination as a Director for reasons other than
death, prior to attainment of age 70.
2.7 Minimum Death Benefit. The Minimum Death Benefit
shall be equal to the sum of the following:
(a) The Minimum Death Benefit to which a
Participant is entitled for the deferrals and
corresponding Company Contributions made to the
Plan for the period January 1, 1988, through
December 31, 1991, which shall be an amount
equal to 1.5 times the Participant's total
expected deferrals, up to a maximum of
$500,000.
and
(b) The Minimum Death Benefit to which a
Participant is entitled for the deferrals and
corresponding Company Contributions to the Plan
for the period January 1, 1992, through
December 31, 1995, which shall be an amount
equal to 1.5 times the Participant's total
expected deferrals, up to a maximum of
$500,000.
The amount of the Minimum Death Benefit payable under this
Section 2.7 shall be subject to adjustment in the event there
is an alteration of the amount to be deferred as provided in
Section 4.3.
2.8 Moody's Times 130%. The Company shall accumulate the
Participant's deferred compensation with monthly interest
equivalent to an annualized rate of 130% times Moody's
Composite Average of Yields on Corporate Bonds for the
preceding calendar month as determined from Moody's Bond Record
published by Moody's Investor's Service, Inc. (or any successor
thereto), or, if such monthly yield is no longer published, a
substantially similar average selected by the Board.
2.9 Normal Retirement Date. The first day of the month
coincident with or next following a Participant's 70th
birthday.
2.10 Participant. A Director who has entered into a
written Deferred Compensation Agreement with the Company in
accordance with the provisions of the Plan.
2.11 Potential Change in Control. A "potential change in
control of the Company" shall be deemed to have occurred if (i)
the Company enters into an agreement, the consummation of which
would result in the occurrence of a change in control of the
Company, (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which if
consummated would constitute a change in control of the
Company; (iii) any Person becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
representing 9.5% or more of either the then outstanding shares
of common stock of the Company or the combined voting power of
the Company's then outstanding securities; or (iv) the Board
adopts a resolution to the effect that a potential change in
control of the Company has occurred.
For purposes of this section, "Beneficial Owner" shall
have the meaning set forth in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.12 Termination. The Participant's ceasing to be a
Director of the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of early
retirement, normal retirement or death.
3. Administration and Interpretation of the Plan. The
Company shall administer and interpret the Plan, and
interpretation by the Company shall be final and binding upon a
Participant. The Company may adopt rules and regulations
relating to the Plan as it may deem necessary or advisable for
the administration of the Plan. The Company may also delegate
administrative responsibilities to advisors or other persons
who are not employees of the Company and may rely upon
information or opinions of legal counsel or experts selected to
render advice with respect to the Plan.
4. Participant Compensation Deferral.
4.1 Compensation Deferral. Prior to January 1, 1988, a
Director who wishes to participate in the Plan shall execute a
written Deferred Compensation Agreement, in the format provided
by the Company, whereby the Director elects to defer a portion
of his or her Compensation otherwise earned and payable on or
after January 1, 1988, and through the four-year period ending
December 31, 1991. Prior to January 1, 1992, a Director who
wishes to participate in the Plan for the period from
January 1, 1992, through December 31, 1995, shall execute a
written Deferred Compensation Agreement covering such period.
The amount of annual Compensation to be deferred shall be
specified in the Deferred Compensation Agreement. The period
during which Compensation is deferred shall be the calendar
years specified in the Deferred Compensation Agreement
immediately following 1987. The amount deferred shall result
in corresponding reductions in the Compensation payable to a
Participant.
4.2 Participation After January 1, 1988. A Director who
first attains such status subsequent to January 1, 1988, and
prior to December 31, 1991, shall be entitled to participate in
the Plan until December 31, 1991, and shall be bound by all the
other terms and conditions of the Plan. A Director who first
attains such status subsequent to January 1, 1992, and prior to
December 31, 1995, shall be entitled to participate in the Plan
until December 31, 1995, and shall be bound by all the other
terms and conditions of the Plan. A Director shall complete a
Deferred Compensation Agreement within 30 days of becoming
eligible and being notified of the terms and conditions of the
Plan. Contributions to the Plan shall commence the first of
the month following the completion of the Deferred Compensation
Agreement. The Company shall notify a new Participant promptly
upon becoming eligible.
4.3 Alteration of Compensation Deferral. The amount of
Compensation to be deferred, once selected by a Participant,
shall be irrevocable except upon written approval by the
Company. A request to alter the amount of Compensation
deferred must be submitted by a Participant in writing to the
Company prior to January 1 of the year for which such
modification is requested and shall detail the reasons for the
modification. If a modification of the deferral amount is
granted by the Company, the modification shall affect only
future years of participation; and all benefits under the Plan
shall be adjusted to reflect the new deferred amount and also
to reflect any costs incurred by the Company to effect the
adjusted benefits payable to the Participant.
5. Payment of Deferred Amounts.
5.1 Participant Account. The Company shall maintain for
each Participant an account by accumulating his or her deferred
compensation each month, the account shall be updated with a
monthly rate of interest equal to Moody's Times 130%.
5.2 Benefits. Upon Termination for reasons other than
disability, after completing 5 Years of Participation, or after
attaining age 55 with 10 or more Years of Service, a
Participant shall be paid his or her account in a lump sum or
in equal quarterly installments calculated to distribute his or
her account plus accrued interest for a period of not more than
15 years. Payments shall commence on the date and shall be
made in the manner elected by the Participant in the Deferred
Compensation Agreement. Unpaid balances under the installment
election continue to earn interest at the rate of Moody's Times
130%. If a Participant does not make an election, his or her
account shall be paid out in quarterly installments over 15
years beginning January 1 of the year following Termination.
The Participant may request other forms of payout which are
subject to approval by the Company, pursuant to Section 5.3.
5.3 Change of Election. A Participant may request a
change in the payout election anytime prior to January 1 of the
year benefits are scheduled to be paid, provided that the
request is received by the Company at least 30 days prior to
the date benefits are scheduled to be paid. The changed payout
election must be one of the payout options in the original
deferral agreement. Such request must be in writing and shall
be approved or denied at the sole discretion of the Company.
No change will be permitted that would allow a payment to be
made earlier than originally elected in the Deferred
Compensation Agreement.
Notwithstanding any provision in this Plan to the
contrary, a Participant or Beneficiary may at any time request
a single lump-sum payment of the amount credited to an account
or accounts of the Participant under the Plan. The amount of
the payment shall be equal to (i) the Participant's accumulated
account balance under the Plan as of the payment date, reduced
by (ii) an amount equal to 10% of such accumulated account
balance. This lump-sum payment shall be subject to withholding
of federal, state, and other taxes to the extent applicable.
This request must be made in writing to the Company. The lump-
sum payment shall be made within 30 days of the date on which
the Company received the request for the distribution. If a
request is made under this provision, the Participant shall not
be eligible to participate in any nonqualified deferred
compensation plan maintained by the Company, including this
Plan, for a period of 12 months after such request is made. In
addition, in such event any deferred compensation agreement
under any nonqualified deferred compensation plan of the
Company shall not be effective with respect to Compensation
payable to the Participant during this 12-month period.
5.4 Payment on Death After Benefits Commence. If a
Participant dies after his or her benefits have commenced and
prior to the distribution of his or her entire Participant
Account, his or her beneficiary shall receive any benefit
payments in accordance with the Deferred Compensation
Agreement.
5.5 Death Benefit. If a Participant should die prior to
the commencement of Plan distributions, the Company shall pay
his or her designated beneficiary or beneficiaries the greater
of the accumulated account balance or the Minimum Death
Benefit. Payments shall be made as specified in the Deferred
Compensation Agreement. The Participant Account shall be
updated with a monthly rate of interest of Moody's Times 130%.
5.6 Recipient of Payments; Designation of Beneficiary.
All payments to be made by the Company shall be made to the
Participant, if living. In the event of a Participant's death
prior to the receipt of all benefit payments, all subsequent
payments to be made under the Plan shall be to the beneficiary
or beneficiaries of the Participant. The Participant shall
designate a beneficiary by filing a written notice of such
designation with the Company in such form as the Company may
prescribe. If no designation shall be in effect at the time
when any benefits payable under this Plan shall become due, the
beneficiary shall be the spouse of the Participant, or if no
spouse is then living, the representatives of the Participant's
estate.
5.7 Reduction in Benefits. In connection with
participation in this Plan, the Company may require the
completion of health questionnaires and the taking of physical
examinations by Participants. Notwithstanding any other
provision of the Plan, in the event of a Participant's death
during the first two years of his or her participation in the
Plan, if his or her death is the result of suicide, or if a
Participant made any material misstatement or failed to make a
material disclosure of information in connection with his or
her application for participation in the Plan, then in lieu of
any other benefits payable under the Plan the Company shall
distribute to the Participant or his or her designated
beneficiary or beneficiaries a lump-sum payment of his or her
accumulated account balance and no Minimum Death Benefit shall
be payable. The Company at its sole discretion may extend to a
Participant or his or her beneficiary or beneficiaries other
benefits provided under the Plan.
6. Miscellaneous.
6.1 Assignability. A Participant's rights and interests
under the Plan may not be assigned or transferred except, in
the event of the Participant's death, to his or her designated
beneficiary, or in the absence of a designation, by will or to
his or her legal representative.
6.2 Taxes. The Company shall deduct from all payments
made hereunder all applicable federal or state taxes required
by law to be withheld from such payments.
6.3 Construction. The Plan shall be construed according
to the laws of the State of Idaho.
6.4 Form of Communication. Any election, application,
claim, notice or other communication required or permitted to
be made by a Participant to the Company shall be made in
writing and in such form as the Company shall prescribe. Such
communication shall be effective upon mailing, if sent by
first-class mail, postage prepaid, and addressed to the
Company's office at One Jefferson Square, Boise, Idaho 83728.
7. Amendment and Termination. The Board of Directors may, at
any time, amend the Plan, provided that the amendment shall not
adversely affect any right or benefit of a Participant under
the Plan without the prior consent of a Participant.
8. Unsecured General Creditor. Except as provided in
Section 9 hereof, participants and their beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights,
interest or claims in any property or assets of the Company.
Such assets of the Company shall not be held under any trust
for the benefit of Participants, their beneficiaries, heirs,
successors, or assigns, or held in any way as collateral
security for the fulfilling of the obligations of the Company
under this Plan. Any and all Company assets shall be, and
remain, the general, unpledged, unrestricted assets of the
Company. The Company's obligation under the Plan shall be
merely that of an unfunded and unsecured promise of the Company
to pay money in the future.
9. Deferred Compensation and Benefits Trust. The Company is
establishing a Deferred Compensation and Benefits Trust
("Trust"), and the Company shall comply with the terms of the
Trust. Upon the occurrence of any Potential Change in Control
of the Company, the Company shall transfer to the Trust an
amount of cash, marketable securities, or other property
acceptable to the trustee(s) equal in value to 105 percent of
the amount necessary, on an actuarial basis and calculated in
accordance with the terms of the Trust, to pay the Company's
obligations under this Agreement (the "Funding Amount"). The
cash, marketable securities, and other property so transferred
shall be held, managed, and disbursed by the trustee(s) subject
to and in accordance with the terms of the Trust. In addition,
from time to time the Company shall make any and all additional
transfers of cash, marketable securities, or other property
acceptable to the trustee(s) as may be necessary in order to
maintain the Funding Amount with respect to this Plan.
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
As Amended Through February 1, 1996
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
1. Establishment and Purpose
1.1 Establishment. Boise Cascade Corporation, a Delaware
corporation, hereby establishes a Stock Option Plan for key
employees, which shall be known as the Boise Cascade
Corporation 1984 KEY EXECUTIVE STOCK OPTION PLAN (the "Plan").
It is intended that some of the Options issued pursuant to the
Plan may constitute Incentive Stock Options within the meaning
of Section 422A of the Internal Revenue Code, and the remainder
of the Options issued pursuant to the Plan shall constitute
Nonstatutory Options. The Committee referred to in
Section 2.1(c) of this Plan shall determine which Options are
to be Incentive Stock Options and which are to be Nonstatutory
Options and shall enter into Option Agreements with Optionees
accordingly.
1.2 Purpose. The purpose of this Plan is to attract,
retain and motivate key employees of the Company and to
encourage stock ownership by these employees by providing them
with a means to acquire a proprietary interest or to increase
their proprietary interest in the Company's success.
2. Definitions
2.1 Definitions. Whenever used in this Plan, the
following terms shall have the meanings set forth below:
(a) "Board" means the board of directors of the
Company.
(b) "Code" means the Internal Revenue Code of 1954, as
amended.
(c) "Committee" means the Executive Compensation
Subcommittee of the Human Resources Committee of the Board of
Directors of the Company or any successor to the subcommittee.
(d) "Company" means Boise Cascade Corporation, a
Delaware corporation, as well as any subsidiary of which 50% or
more of the outstanding stock is owned by Boise Cascade
Corporation.
(e) "Date of Exercise" means the date the Company
receives written notice, by an Optionee, of the exercise of an
Option or Option and Stock Appreciation Right, pursuant to
subsection 8.1 of this Plan.
(f) "Employee" means a key employee (including an
officer of the Company), who is employed by the Company on a
full-time basis, who is compensated for such employment by a
regular salary and who, in the opinion of the Committee, is in
a position to contribute materially to its continued growth and
development and to its future financial success. The term
"Employee" does not include persons who are retained by the
Company only as consultants.
(g) "Fair Market Value" means the closing price of the
Stock as reported by the consolidated tape of the New York
Stock Exchange on a particular date, or if the Stock is not
listed or traded on the New York Stock Exchange, then the
closing sales price of the Stock on a national securities
exchange on a particular date, or if the Stock is not listed on
a national securities exchange, then the average of the closing
bid and asking prices for the Stock in the over-the-counter
market for a particular date, or if the Stock is not traded in
the over-the-counter market, such value as the Company in its
discretion may determine, but in no event greater than the then
fair market value of the Stock for federal income tax purposes.
In the event that there are no Stock transactions on such date,
the Fair Market Value shall be determined as of the immediately
preceding date on which there were Stock transactions.
(h) "Grant Price" means an amount not less than 100%
of the Fair Market Value of the Company's Stock on the date of
an Option's grant.
(i) "Option" means the right to purchase Stock of the
Company at the Grant Price for a specified duration. For
purposes of this Plan, an Option may be either (i) an
"Incentive Stock Option" within the meaning of Section 422A of
the Code or (ii) a "Nonstatutory Option."
(j) "Optionee" means an Employee who has been granted
an Option under this Plan.
(k) "Stock" means the common stock, $2.50 par value,
of the Company.
(l) "Stock Appreciation Right" means the right,
exercisable by the Optionee, to receive a cash payment from the
Company upon the exercise of an Option. The amount of this
cash payment and the conditions upon the exercise of the Stock
Appreciation Right shall be determined by the Committee
pursuant to subsection 6.2 and Section 7.
(m) "Tax Offset Bonus" means a cash payment which the
Company makes automatically upon the exercise of an Option
equal to a percentage (as determined by the Committee pursuant
to subsection 6.2 and Section 7) of the excess of the Fair
Market Value of the Stock on a date determined by the Committee
over the Grant Price of the Option, the purpose of which is to
offset partially the federal income tax incurred incident to
exercising a Nonstatutory Option.
(n) "Window Period" means the period described in
Rule 16b-3(e)(3)(iii) under the Securities Exchange Act of
1934.
2.2 Number. Except when otherwise indicated by the
context, the definition of any term in the Plan in the singular
shall also include the plural.
3. Participation
Participation in the Plan shall be determined by the
Committee. Any Employee at any one time and from time to time
may hold more than one Option or Stock Appreciation Right
granted under this Plan or under any other plan of the Company.
No member of the Committee may participate in the Plan.
4. Stock Subject to the Plan
4.1 Number. The total number of shares of Stock as to
which Options and Stock Appreciation Rights may be granted
under the Plan shall not exceed 8,600,000. These shares may
consist, in whole or in part, of authorized but unissued Stock
or treasury Stock not reserved for any other purpose.
4.2 Unused Stock. If any shares of Stock are subject to
an Option or Stock Appreciation Right which, for any reason,
expires or is terminated unexercised as to such shares, such
Stock may again be subjected to an Option or Stock Appreciation
Right pursuant to this Plan.
4.3 Adjustment in Capitalization. In the event of any
change in the outstanding shares of Stock occurring after
ratification by shareholders of this Plan, by reason of a Stock
dividend or split, recapitalization, reclassification, merger,
consolidation, combination or exchange of shares or other
similar corporate change, the aggregate number of shares of
Stock under this Plan and the number of shares of Stock subject
to each outstanding Option and the related Grant Price shall be
appropriately adjusted by the Committee, whose determination
shall be conclusive, provided, however, that fractional shares
shall be rounded to the nearest whole share. No adjustments
shall be made in connection with the issuance by the Company of
any warrants, rights or Options to acquire additional shares of
Stock or of securities convertible into Stock.
5. Duration of the Plan
The Plan shall remain in effect until all Stock subject to
it has been purchased pursuant to the exercise of the Options
or Stock Appreciation Rights granted under the Plan. Notwith-
standing the foregoing, no Options or Stock Appreciation Rights
may be granted pursuant to this Plan on or after the twentieth
anniversary of the Plan's effective date.
6. Options
6.1 Grant of Options. Subject to the provisions of
subsection 4.1 and Section 5, Options may be granted to
Employees at any time and from time to time as shall be
determined by the Committee. The Committee may request
recommendations from the chief executive officer of the
Company. The Committee shall determine whether an Option is to
be an Incentive Stock Option within the meaning of Section 422A
of the Code or a Nonstatutory Option. However, in no event
shall any grant of an Incentive Stock Option provide for the
Option to be or become exercisable in amounts in excess of
$100,000 per calendar year. Furthermore, the aggregate number
of shares of Stock with respect to which Options or Stock
Appreciation Rights may be granted to any one Employee
throughout the duration of the Plan may not exceed 15 percent
of the total number of shares of Stock available for issuance
pursuant to subsection 4.1 of the Plan.
6.2 Option Agreement. As determined by the Committee on
the date of grant, each Option shall be evidenced by a Stock
Option agreement that specifies:
(i) Grant Price;
(ii) duration of the Option;
(iii) number of shares of Stock to which the Option
pertains;
(iv) vesting requirements, if any;
(v) whether the Option is an Incentive Stock Option or
a Nonstatutory Option;
(vi) amount and time of payment of Tax Offset Bonuses,
if any;
(vii) The amount of Stock Appreciation Rights, if any,
and any conditions upon their exercise;
(viii) duration of the Stock Appreciation Rights, if any;
(ix) Options to which the Stock Appreciation Rights, if
any, relate;
(x) rights of the Optionees upon termination of
employment with the Company, provided that the
termination rights for Optionees receiving
Incentive Stock Options shall conform with
Section 422A of the Code;
(xi) the terms of the loan, if any, that will be made
available in connection with the exercise of an
Option; and
(xii) such other information as the Committee deems
desirable.
No Option shall have an expiration date later than the
first day following the tenth anniversary of the date of its
grant. The Stock Option agreement may be supplemented by
adding Stock Appreciation Rights with or Tax Offset Bonuses to
previously granted Options as provided in Section 7.
6.3 Exercise. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions
and conditions as the Committee directs, which need not be the
same for all Optionees.
6.4 Payment. The Grant Price upon exercise of any Option
shall be payable to the Company in full either:
(i) in cash;
(ii) by tendering shares of Stock having a Fair Market
Value at the time of exercise equal to the total
Grant Price (in the exercise of a Nonstatutory
Option, an Optionee may surrender one or more
shares of Stock in the exercise of an Option with
instructions to resurrender any shares acquired
upon exercise in one or more successive,
simultaneous exercises until Options covering the
number of shares, which he specifies, have been
exercised);
(iii) with the proceeds of a loan on such terms and
conditions as may be authorized by the Committee
(however, the rate of interest on any such loan
shall not be less than the applicable federal rate
under Section 1274(d) of the Code on the date an
Option is exercised, compounded semiannually); or
(iv) by any combination of (i), (ii) and (iii).
7. Stock Appreciation Rights and Tax Offset Bonuses
The Committee may grant Stock Appreciation Rights and/or
grant Options which pay Tax Offset Bonuses on such bases as the
Committee shall determine, including but not limited to Stock
Appreciation Rights which become exercisable or Tax Offset
Bonuses which become payable only upon an Optionee being
subject to the restrictions of Section 16 of the Securities
Exchange Act of 1934 at the time of exercise. A Stock
Appreciation Right or Tax Offset Bonus may be granted only with
respect to an Option and may be granted concurrently with or
after the grant of the Option. If Options granted on a
particular date include Stock Appreciation Rights for only
Optionees who are subject to the requirements of Section 16 of
the Securities Exchange Act of 1934, an Optionee receiving an
Option on that date and who thereafter becomes subject to those
restrictions shall thereupon be deemed to have received Stock
Appreciation Rights with respect to any unexercised Options
granted on the particular date in the same weighted average
proportion as the Stock Appreciation Rights granted on the same
grant date to the Optionees who were subject to the
requirements of Section 16 of the Securities Exchange Act of
1934; provided, however, if 50% or more of the Board of
Directors are employees of the Company and may receive Options
under this plan, then the provisions of this sentence will
apply only if, in each instance, approved by the Committee.
The Committee may cancel or place a limit on the term of, or
the amount payable for, any Stock Appreciation Right or Tax
Offset Bonus at any time and may disapprove the election by the
Optionee to exercise a Stock Appreciation Right rather than the
related Option. The Committee shall determine all other terms
and provisions of any Stock Appreciation Right or Tax Offset
Bonus. Each Stock Appreciation Right or Tax Offset Bonus
granted by the Committee shall expire no later than the
expiration of the Option to which it relates. In addition, any
Stock Appreciation Right granted with respect to an Incentive
Stock Option may be exercised only if:
(i) such Incentive Stock Option is exercisable; and
(ii) the Grant Price of the Incentive Stock Option is
less than the Fair Market Value of the Stock on
the Date of Exercise.
8. Written Notice, Issuance of Stock Certificates, Payment of
Stock Appreciation Rights or Stockholder Privileges
8.1 Written Notice. An Optionee electing to exercise an
Option and any applicable Stock Appreciation Right shall give
written notice to the Company, in the form and manner
prescribed by the Committee, indicating the number of Options
to be exercised. Full payment for the Options exercised shall
be received by the Company prior to issuance of any stock
certificates.
8.2 Issuance of Stock Certificates. As soon as reasonably
practicable after the receipt of written notice and payment,
the Company shall issue and deliver to the Optionee or any
other person entitled to exercise an Option pursuant to this
Plan a certificate or certificates for the requisite number of
shares of Stock.
8.3 Payment of Stock Appreciation Rights and Tax Offset
Bonuses. As soon as practicable after receipt of written
notice, the Company shall pay to the Optionee, in cash, the
amount payable under the Stock Appreciation Rights and the
amount of any Tax Offset Bonuses.
8.4 Privileges of a Stockholder. An Optionee or any other
person entitled to exercise an Option under this Plan shall not
have stockholder privileges with respect to any Stock covered
by the Option until the Date of Exercise.
8.5 Partial Exercise. An Option may be exercised for less
than the total number of shares granted by the Option. An
exercise of a portion of the shares granted under the Option
shall not affect the right to exercise the Option from time to
time for any unexercised shares subject to the Option.
9. Rights of Employees
9.1 Employment. Nothing in this Plan shall interfere with
or limit in any way the right of the Company to terminate any
Employee's employment at any time, nor confer upon any Employee
any right to continue in the employ of the Company.
9.2 Nontransferability. All Options and Stock
Appreciation Rights granted under this Plan shall be
nontransferable by the Optionee, other than by will or the laws
of descent and distribution, and shall be exercisable during
the Optionee's lifetime only by the Optionee or the Optionee's
guardian or legal representative.
10. Optionee Transfer or Leave of Absence
For Plan purposes:
(a) A transfer of an Optionee from the Company to a
subsidiary or vice versa, or from one subsidiary to another; or
(b) A leave of absence duly authorized by the Company,
shall not be deemed a termination of employment. However, an
Optionee may not exercise an Option or any applicable Stock
Appreciation Right during any leave of absence, unless
authorized by the Committee.
11. Administration
11.1 Administration. The Committee shall be
responsible for the administration of the Plan. The Committee,
by majority action thereof, is authorized to interpret the
Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the form and content of
Options to be issued (which need not be identical) under the
Plan, to provide for conditions and assurances deemed necessary
or advisable to protect the interests of the Company and to
make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary
to the express provisions of the Plan. The Committee shall
determine, within the limits of the express provisions of the
Plan, the Employees to whom and the time or times at which
Options and Stock Appreciation Rights shall be granted, the
number of shares to be subject to each Option and Stock
Appreciation Right and the duration of each Option. In making
such determinations, the Committee may take into account the
nature of the services rendered by such Employees or classes of
Employees, their present and potential contributions to the
Company's success and such other factors as the Committee, in
its discretion, shall deem relevant. The determination of the
Committee, its interpretation or other action made or taken
pursuant to the provisions of the Plan shall be final and shall
be binding and conclusive for all purposes and upon all
persons.
11.2 Incentive Stock Options. Notwithstanding any
contrary provision in this Plan, the Committee shall not take
any action or impose any terms or conditions with respect to an
Option intended by the Committee to be an Incentive Stock
Option which would cause such Option to not qualify as such
under the Code and applicable regulations and rulings in effect
from time to time.
12. Amendment, Modification and Termination of the Plan
The Board may at any time terminate, and at any time and
from time to time and in any respect, amend or modify the Plan,
provided, however, that no such action of the Board, without
approval of the stockholders, may:
(a) Increase the total amount of Stock which may be
purchased through Options granted under the Plan, except as
provided in subsection 4.3 of the Plan.
(b) Change the requirements for determining which
Employees are eligible to receive Options or Stock Appreciation
Rights.
(c) Change the provisions of the Plan regarding the Grant
Price except as permitted by subsection 4.3.
(d) Permit any person, while a member of the Committee, to
be eligible to receive or hold an Option under the Plan.
(e) Change the manner of computing the amount to be paid
through a Stock Appreciation Right.
(f) Materially increase the cost of the Plan.
(g) Extend the period during which Options and Stock
Appreciation Rights may be granted.
No amendment, modification or termination of the Plan
shall in any manner adversely affect the rights of an Optionee
under the Plan without the consent of the Optionee.
13. Acceleration of Stock Options
If, while unexercised Options remain outstanding
hereunder:
(a) Any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its
affiliates other than in connection with the acquisition by the
Company or its affiliates of a business) representing 20% or
more of either the then outstanding shares of common stock of
the Company or the combined voting power of the Company's then
outstanding securities; or
(b) The following individuals cease for any reason to
constitute at least 66 2/3% of the number of directors then
serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the direc-
tors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for
election was previously so approved (the "Continuing
Directors"); or
(c) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or
approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or
any direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at
least 66 2/3% of the combined voting power of the voting
securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such
Person any securities acquired directly from the Company or its
subsidiaries other than in connection with the acquisition by
the Company or its subsidiaries of a business) representing 20%
or more of either the then outstanding shares of common stock
of the Company or the combined voting power of the Company's
then outstanding securities; or
(d) The stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their
ownership of the Company immediately prior to such sale;
then from and after the date on which any such event described
in paragraphs (a) through (d) above occurs (which shall
constitute a "change in control" of the Company), all Options
shall be exercisable in full, whether or not then exercisable
under the terms of their grant.
Notwithstanding the foregoing, any event or transaction
which would otherwise constitute a change in control of the
Company (a "Transaction") shall not constitute a change in
control of the Company if, in connection with the Transaction,
a Participant participates as an equity investor in the
acquiring entity or any of its affiliates (the "Acquiror").
For purposes of the preceding sentence, a Participant shall not
be deemed to have participated as an equity investor in the
Acquiror by virtue of (i) obtaining beneficial ownership of any
equity interest in the Acquiror as a result of the grant to a
Participant of an incentive compensation award under one or
more incentive plans of the Acquiror (including but not limited
to the conversion in connection with the Transaction of
incentive compensation awards of the Company into incentive
compensation awards of the Acquiror), on terms and conditions
substantially equivalent to those applicable to other
executives of the Company immediately prior to the Transaction,
after taking into account normal differences attributable to
job responsibilities, title and the like, (ii) obtaining
beneficial ownership of any equity interest in the Acquiror on
terms and conditions substantially equivalent to those obtained
in the Transaction by all other stockholders of the Company, or
(iii) having obtained an incidental equity ownership in the
Acquiror prior to and not in anticipation of the Transaction.
For purposes of this section, "Beneficial Owner" shall
have the meaning set forth in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
14. Withholding Taxes
Whenever shares of Stock are issued on the exercise of an
Option under this Plan, the Company shall (a) require the
recipient of the Stock to remit to the Company an amount
sufficient to satisfy all withholding taxes, (b) deduct from a
cash payment pursuant to any Stock Appreciation Right or Tax
Offset Bonus an amount sufficient to satisfy any withholding
tax requirements, or (c) withhold from, or require surrender
by, the recipient, as appropriate, shares of Stock otherwise
issuable or issued upon exercise of the Option the number of
shares sufficient to satisfy, to the extent permitted under
applicable law, federal and state withholding tax requirements
resulting from the exercise, provided, however, that the
Company shall not withhold or accept surrender of Stock under
this paragraph unless the recipient of the Stock has made an
irrevocable election to have Stock withheld or surrendered for
this purpose at least six months after the date of grant of the
Option and either (i) six months, or (ii) within a Window
Period, prior to the date the amount of withholding tax is
determined. The Committee may, at any time subsequent to an
election under this paragraph, disapprove the election and
require satisfaction of withholding taxes by other means
permitted under the Plan. Stock withheld or surrendered under
this paragraph shall be valued at its Fair Market Value on the
date the amount of withholding tax is determined.
15. Shareholder Approval and Registration Statement
Initially, the Plan is approved by the Board and will be
submitted to the Company's shareholders for approval at their
next annual meeting following the effective date of the Plan.
Options may be granted under the Plan prior to shareholder
approval and prior to filing with the Securities and Exchange
Commission and having an effective registration statement
covering the Stock to be issued upon the exercise of Options.
Any Options granted under this Plan prior to shareholder
approval and having an effective registration statement shall
not be exercisable until and are expressly conditional upon
shareholder approval of the Plan and having an effective
registration statement covering the Stock.
16. Requirements of Law
16.1 Requirements of Law. The granting of Options and
the issuance of shares of Stock upon the exercise of an Option
shall be subject to all applicable laws, rules and regulations,
and shares shall not be issued nor cash payments made except
upon approval of proper government agencies or stock exchanges,
as may be required.
16.2 Governing Law. The Plan, and all agreements
hereunder, shall be construed in accordance with and governed
by the laws of the state of Idaho.
17. Effective Date of Plan
The Plan shall become effective as of July 24, 1984,
subject to ratification by shareholders.
BOISE CASCADE CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
This Nonstatutory Stock Option (the "Option") is granted
____________, 19___, by BOISE CASCADE CORPORATION (the "Company")
to ________________ ("Optionee") pursuant to the 1984 Key
Executive Stock Option Plan (the "Plan"), a copy of which is
attached as Exhibit A, subject to the following terms and
conditions.
1. This Agreement is subject to all the terms and
conditions of the Plan, and all capitalized terms not otherwise
defined in this Agreement shall have the meaning given them in
the Plan.
2. The Company hereby grants the Optionee a nonstatutory
stock option to purchase up to __________ shares of Stock at a
price of $_________ per share.
3. The Option shall expire on the first to occur of
(a) ten years and one day from the date of this Agreement,
(b) three years after Optionee's retirement, death, or total and
permanent disability, or (c) three years following termination of
Optionee's employment with the Company provided (i) the
termination is the direct result of the sale or permanent closure
of any facility or operating unit of the Company, and (ii)
Optionee has not, as of the date of the exercise of the Option,
commenced employment with any competitor of the Company; or
(d) three months after termination of Optionee's employment with
the Company for any other reason, except that the Option shall be
canceled in the event of termination for disciplinary reasons.
4. Except as provided in Section 13 of the Plan, this
Option shall not be exercisable until after the first anniversary
of the date of this Agreement, and thereafter it shall be
exercisable in full.
5. This Option may be exercised from time to time by
delivery of written notice to the Company specifying the number
of shares of Stock to be purchased. Payment of the Grant Price
shall be made as provided in Section 6.4 of the Plan.
BOISE CASCADE CORPORATION
By ________________________________
Alice E. Hennessey, Senior Vice
President Human Resources and
Corporate Relations
Accepted:
By ___________________________
Optionee
BOISE CASCADE CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
This Nonstatutory Stock Option (the "Option") is granted
July 28, 1994, by BOISE CASCADE CORPORATION (the "Company") to
George J. Harad ("Optionee") pursuant to the 1984 Key Executive
Stock Option Plan (the "Plan"), a copy of which is attached as
Exhibit A, subject to the following terms and conditions.
1. This Agreement is subject to all the terms and
conditions of the Plan, and all capitalized terms not otherwise
defined in this Agreement shall have the meaning given them in
the Plan.
2. The Company hereby grants the Optionee a nonstatutory
stock option to purchase up to 125,000 shares of Stock at a price
of $24.875 per share.
3. The Option shall expire on the first to occur of
(a) five years and one day from the date of this Agreement,
(b) three years after Optionee's death or total and permanent
disability, or (c) three months after termination of Optionee's
employment with the Company for any other reason, except that the
Option shall be canceled in the event of termination for
disciplinary reasons.
4. Except as provided in Section 13 of the Plan, this
Option shall not be exercisable until anytime after (a) the first
anniversary of the date of this Agreement and after (b) the Fair
Market Value of Boise Cascade Stock averages or exceeds the
following specified prices for 20 consecutive trading days: at
$36, 50% of this option becomes exercisable; at $40, an
additional 25% of this option becomes exercisable; and at $45,
the remaining 25% becomes exercisable.
5. This Option may be exercised from time to time by
delivery of written notice to the Company specifying the number
of shares of Stock to be purchased. Payment of the Grant Price
shall be made as provided in Section 6.4 of the Plan.
BOISE CASCADE CORPORATION
By ________________________________
Alice E. Hennessey, Senior Vice
President Human Resources and
Corporate Relations
Accepted:
By ___________________________
Optionee
Executive officers elected
prior to 12/l/87.
BOISE CASCADE CORPORATION
SPLIT-DOLLAR LIFE INSURANCE PLAN
(As Amended Through December 7, 1995)
BOISE CASCADE CORPORATION
SPLIT-DOLLAR LIFE INSURANCE PLAN
1. Purpose of the Plan. The purpose of the Boise Cascade
Corporation Split-Dollar Life Insurance Plan is to provide those
executive officers who participate in the Plan with an insured
death benefit during employment and after retirement. Executive
officers who become a Participant may purchase an ordinary life
insurance policy from a designated insurance carrier. Payment of
policy premiums will be shared by the Company, as described
herein.
Prior to December 1, 1987, the Company designated all
executive officers eligible to participate in the Plan.
Beginning December 1, 1987, the Company intends to continue the
Plan in effect as hereafter restated. Eligibility for
participation will not be made available to newly elected
executive officers.
2. Definitions.
2.1 Annual Premium.
(a) The amount of consideration determined by the
Insurance Carrier for the cost of coverages provided by the Plan.
For Plan purposes, the Annual Premium shall be separated into
three components: (i) The Basic Annual Premium or the Net Annual
Premium, as applicable for the relevant year. The Basic Annual
Premium shall be the amount of the Annual Premium for life
insurance coverage determined by the Insurance Carrier's
published rate schedule. The Net Annual Premium shall be the
amount of the Basic Annual Premium described above less the then
current Insurance Policy year's dividend, if paid in cash or if
allocated to reduce the Insurance Policy's Annual Premium. The
Basic Annual Premium or the Net Annual Premium, if any, shall be
payable as determined in accordance with the Plan and with the
Premium Payment Schedule, attached hereto (or the Trustee's
Payment Schedule, if applicable); (ii) Waiver of Premium shall be
the amount of premium for the waiver of premium on disability
benefit, if available, determined in accordance with the
Insurance Carrier's published rate schedule; and (iii) any Extra
Premium for an insurance risk, as determined by the Insurance
Carrier.
(b) To the extent that the then current Insurance
Policy year's dividend exceeds the Basic Annual Premium, such
amount, if paid in cash in accordance with the Premium Payment
Schedule or Trustee's Payment Schedule attached hereto, shall be
payable to the Company to be applied in accordance with
Paragraph 2.4(b).
2.2 Base Salary. The annual Base Salary paid by the
Company to a Participant for services rendered at the time the
Participant is eligible to purchase an Insurance Policy.
2.3 Change in Control. A "Change in Control" shall
mean a Change in Control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), or any successor provisions,
whether or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change in
Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates
other than in connection with the acquisition by the Company or
its affiliates of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(b) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of directors
then serving: individuals who, on the date hereof, constitute
the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof
or whose appointment, election, or nomination for election was
previously so approved (the "Continuing Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other corporation
or approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or any
direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 66 2/3%
of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from the Company or its subsidiaries other than
in connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(d) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a change in control
of the Company (a "Transaction") shall not constitute a change in
control of the Company if, in connection with the Transaction, a
Participant participates as an equity investor in the acquiring
entity or any of its affiliates (the "Acquiror"). For purposes
of the preceding sentence, a Participant shall not be deemed to
have participated as an equity investor in the Acquiror by virtue
of (i) obtaining beneficial ownership of any equity interest in
the Acquiror as a result of the grant to a Participant of an
incentive compensation award under one or more incentive plans of
the Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation awards
of the Company into incentive compensation awards of the
Acquiror), on terms and conditions substantially equivalent to
those applicable to other executives of the Company immediately
prior to the Transaction, after taking into account normal
differences attributable to job responsibilities, title, and the
like; (ii) obtaining beneficial ownership of any equity interest
in the Acquiror on terms and conditions substantially equivalent
to those obtained in the Transaction by all other stockholders of
the Company; or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of the
Transaction.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.4 Corporate Capital Interest.
(a) During the first seven policy years of an
Insurance Policy, Corporate Capital Interest shall be the
Insurance Policy's Basic Annual Premiums less (i) the amount of
the value of the economic benefit to the Participant set forth in
Paragraph 6.1(a) and (ii) policy loan(s) made during the policy
year, if any; plus the prior policy year's Corporate Capital
Interest, if any.
(b) For the eighth and subsequent policy years,
Corporate Capital Interest shall be the Insurance Policy's Basic
Annual Premium or its Net Annual Premium, if any, whichever is
applicable for the relevant year in accordance with the Premium
Payment Schedule or Trustee's Payment Schedule (whichever
governs), less (i) the amount of any dividend in excess of the
Basic Annual Premium paid in cash to the Company in accordance
with the Premium Payment Schedule or Trustee's Payment Schedule
(whichever governs) attached hereto and (ii) policy loans
outstanding, if any; plus the sum of (i) the Scheduled Amount for
the relevant year, if any; and (ii) the prior year's Corporate
Capital Interest, if any.
2.5 Company. Boise Cascade Corporation.
2.6 Deferred Compensation and Benefits Trust. An
irrevocable trust or trusts ("Trust") established or to be
established by the Company with an independent trustee or
trustees for the benefit of persons entitled to receive payments
or benefits hereunder, the assets of which nevertheless will be
subject to claims of the Company's creditors in the event of
bankruptcy or insolvency and with respect to which the Company
shall have received a ruling from the Internal Revenue Service
that the Trust is a "grantor trust" for federal income tax
purposes.
The Deferred Compensation and Benefits Trust
contains the following additional provisions:
(a) If a Change in Control of the Company does
not occur within one year after the Potential Change in Control,
the Company may reclaim the assets transferred to the trustee or
trustees subject to the requirement that it be again funded as
stated in the preceding paragraph upon the occurrence of another
Potential Change in Control.
(b) Upon a Change in Control, the assets of the
Deferred Compensation and Benefits Trust shall be used to pay the
Company's obligations under this Plan, except to the extent such
obligations are paid by the Company, and the Company and any
successor shall continue to be liable for the ultimate payment of
those amounts.
(c) The Deferred Compensation and Benefits Trust
will be terminated upon the exhaustion of the Trust assets or
upon payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust
shall contain other appropriate terms and conditions consistent
with the purposes sought to be accomplished by it. Prior to a
Change in Control, the Deferred Compensation and Benefits Trust
may be amended from time to time by the Company, but no such
amendment may substantially alter any of the provisions set out
in the preceding paragraphs.
2.7 Effective Date. February 26, 1980.
2.8 Employee. An individual who receives a Base
Salary for personal services rendered to the Company.
2.9 Insurance Carrier. The life insurance companies
selected to issue policies under or pursuant to the Plan.
2.10 Insurance Policy. Any individually purchased
whole-life insurance policy issued by the Insurance Carrier
pursuant to the Plan. Unless required otherwise by the Plan,
Insurance Policy terms used herein shall have the same meaning as
in the Insurance Policy. In amplification, but not in
limitation, of the foregoing, such Insurance Policy terms as
policy year, dividend, and policy loan shall have the same
meaning as contained in the Insurance Policy.
2.11 IRC. Internal Revenue Code of 1986, as amended.
2.12 Participant. An Employee of the Company who is
designated eligible to participate in the Plan and who has met
all the applicable eligibility requirements under the Plan.
2.13 Plan. This Boise Cascade Corporation Split-Dollar
Life Insurance Plan.
2.14 Plan Administrator. The Company's Manager of
Executive Compensation, P.O. Box 50, Boise, Idaho 83728, unless a
different person is subsequently designated as Plan Administrator
in a resolution adopted by the Board of Directors of the Company
and such person accepts the designation.
2.15 Potential Change in Control. A "Potential Change
in Control of the Company" shall be deemed to have occurred if
(i) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control of
the Company; (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which if
consummated would constitute a Change in Control of the Company;
(iii) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 9.5% or
more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then
outstanding securities; or (iv) the Board adopts a resolution to
the effect that a Potential Change in Control of the Company has
occurred.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.16 Retirement. The termination of employment of a
Participant, for reasons other than death or disability, who has
attained age 55 and ten years of service with the Company as
defined by the Boise Cascade Corporation Pension Plan for
Salaried Employees.
2.17 Assignment. An agreement whereby the Participant,
or his designee, as owner of the Insurance Policy, sets over
certain Insurance Policy rights to the Company as collateral
security for the Company's Corporate Capital Interest, and
pursuant to the Plan.
2.18 Premium Payment Schedule. The schedule of
Insurance Policy premiums payable by the Company, as specified on
the form attached hereto.
2.19 Scheduled Amount. An additional dollar amount
recoverable by the Company at the Insurance Policy's paid-up
date, added annually over the period to such date, to be added to
the Corporate Capital Interest pursuant to Paragraph 2.4.
2.20 Trustee's Payment Schedule. The schedule of
Insurance Policy premiums payable by the Trustee(s) of the
Deferred Compensation and Benefits Trust during the period of a
Potential Change in Control and after a Change in Control, as
specified on the form attached hereto.
3. Administration and Interpretation of the Plan.
3.1 Plan Administrator. Except as otherwise provided
in the Plan, the Committee shall have control over the
administration and interpretation of the Plan, with all powers
necessary to enable him to carry out his duties in that respect.
The Committee may adopt such rules and regulations relating to
the Plan as the Administrator may deem necessary or advisable for
the administration of the Plan. The Committee may delegate
administrative responsibilities to advisors or other persons and
may rely upon the information or opinions of legal counsel or
experts selected to render advice with respect to the Plan.
3.2 Insurance Carrier. The Insurance Carrier shall be
responsible for all matters relating to any Insurance Policy.
Not in limitation, but in amplification of the foregoing, the
Insurance Carrier shall decide whether it will issue an Insurance
Policy on the life of a Participant who has otherwise met all of
the Plan's eligibility requirements.
4. Eligibility to Participate. In order to become a
Participant in the Plan, an Employee must meet all of the
following requirements:
(a) Be an executive officer prior to December 1, 1987;
(b) Make application in the manner set by the Plan
Administrator;
(c) Meet the insurability requirements of the
Insurance Carrier; and
(d) Sign all documents, including the Assignment,
presented by the Plan Administrator necessary or appropriate to
carry out the intent of the Plan.
5. Benefits.
5.1 Purchase of Insurance. Each Employee designated
eligible to participate in the Plan (or such third party as he
may designate and who is acceptable to the Company and the
Insurance Carrier) may apply for and purchase an Insurance Policy
funded in the manner set forth in Paragraph 6. The face amount of
the Insurance Policy for each Participant shall be based upon the
Participant's Base Salary and chronological age (at the time
specified in Paragraph 5.2), in accordance with the following
schedule, less $50,000.
Through Age 45 Six Times Base Salary
Age 46 - 50 Five Times Base Salary
Age 51 - 55 Four Times Base Salary
Age 56 to Retirement Three Times Base Salary
The face amount of the Insurance Policy shall be rounded up to
the multiple of $10,000, where necessary.
5.2 Timing of Purchase of Insurance. The right of a
Participant (or his designee) to purchase an Insurance Policy
under the Plan is granted only upon the initial adoption of the
Plan, initial eligibility of the Participant under the Plan, or
when a Participant is moved to a job in a higher salary range
which, in applying the schedule set forth in Paragraph 5.1 at the
Participant's then current age and Base Salary, would result in a
minimum face-amount benefit increase of $50,000; provided,
however, that no Insurance Policy may be purchased on or after
December 1, 1987; and provided further, that no increase shall
take place after a Participant reaches age 60. Since
participation under the Plan involves the purchase of an
Insurance Policy which is subject to the Participant's
insurability, the Company does not guarantee that each
Participant will be able to acquire an Insurance Policy pursuant
to this Plan.
5.3 Amount of Death Benefit. The death benefit shall
be paid from the Insurance Policy. The amount of the death
benefit payable to the Participant's beneficiary shall be subject
to the Assignment. In addition, the Participant shall receive a
$50,000 death benefit pursuant to the Boise Cascade Group Life
Insurance Plan.
5.4 Beneficiary Designation. The death benefit is
payable to the beneficiary or beneficiaries designated by the
owner of the Insurance Policy. If no such beneficiary is
designated, the beneficiary shall be the person or persons
entitled to the death benefit under the terms of the Insurance
Policy or applicable state law, whichever governs.
5.5 Payment of Death Benefit. The death benefits
shall be paid upon the submission to the Insurance Carrier of the
appropriate proof of death and a claim for benefits.
6. Contributions and Funding.
6.1 The First Seven Policy Years. During the first
seven policy years, the responsibility for the payment of the
premiums shall be allocated as follows:
(a) Responsibility of Participant.
(1) The "value of the economic benefit" to
the Participant as determined pursuant to Internal Revenue
Service rules in accordance with a table approved by the Internal
Revenue Service. During the first seven policy years, this
amount shall be paid by the Company on behalf of the Participant
and treated as compensation to the Participant.
(2) Any Extra Premium which is in excess of
40% of the Basic Annual Premium.
(b) Responsibility of Company.
(1) The difference between the Basic Annual
Premium and that portion for which the Participant is responsible
pursuant to Paragraph 6.1(a)(1).
(2) (i) Any Extra Premium in an amount up to
40% of the Basic Annual Premium and (ii) any premium for Waiver
of Premium.
The Company shall, at its option, have the
authority to borrow against the Insurance Policy up to an amount
not to exceed the Corporate Capital Interest. However, the
Company shall pay to the Insurance Carrier no fewer than four
Annual Premiums during the first seven policy years, and in no
event shall it borrow an amount greater than the sum of three
years' payments described in Paragraph 6.1(b)(1). All interest
payments as a result of such borrowing shall be the
responsibility of the Company.
6.2 Subsequent Policy Years. The Company, at the
beginning of the eighth policy year, shall repay the Insurance
Policy loan previously made pursuant to Paragraph 6.1(b)(2). The
Company shall participate in the funding for the payment of the
Annual Premiums on the Insurance Policy until the policy
anniversary date on which the Insurance Policy becomes a paid-up
contract. During such period, the responsibility for the payment
of premiums shall be allocated as follows:
(a) Responsibility of the Participant.
(1) The tax on the "value of the economic
benefit" as determined pursuant to Internal Revenue Service rules
in a manner approved by the Internal Revenue Service. The dollar
amount of the "value of the economic benefit" shall be treated as
taxable compensation to the Participant.
(2) Any Extra Premium which is in excess of
40% of the Basic Annual Premium.
(b) Responsibility of the Company.
(1) (a) The Insurance Policy's Basic Annual
Premium, or its Net Annual Premium, if any, as applicable for the
relevant year; (b) any Extra Premium in an amount up to 40% of
the Basic Annual Premium; (c) any premium for Waiver of Premium.
(2) Except in the event of a Change in
Control, the Company shall, at its option, have the authority to
borrow against the Insurance Policy up to an amount not to exceed
the Corporate Capital Interest, as provided for in the
Assignment. All interest payments as a result of such borrowing
shall be the responsibility of the Company.
(3) Immediately upon a Potential Change in
Control or upon a Change in Control, the Company shall repay
Insurance Policy loans, if any, and shall not make any policy
loans, as otherwise provided for in Paragraph 6.2(b)(2), within a
one-year period after a Potential Change in Control, or at any
time after a Change in Control, except upon the date specified in
Paragraph 6.3.
6.3 Termination of Company Funding. Notwithstanding
any other provisions in this Plan, and except in the event of or
after a Change in Control, the Company shall terminate its
participation in the funding of the Insurance Policy on the first
of the following events:
(a) The date the Insurance Policy becomes a
paid-up contract;
(b) The death of a Participant; or
(c) The termination of employment of a
Participant other than by death or retirement; however, at the
Company's sole discretion, it may continue its participation in
the funding until the date the Insurance Policy becomes a paid-up
contract.
In the event of a termination described in (a)
above, the Company will recover its Corporate Capital Interest by
Insurance Policy loan and release its interest in the Insurance
Policy.
In the event of a termination described in (b)
above, the Company shall recover its Corporate Capital Interest
out of the death benefit of the Insurance Policy. Thereafter,
the Participant's beneficiary shall succeed to full control of
the balance of the proceeds.
In the event of a termination described in (c)
above, the Participant may purchase any portion of the Company's
Corporate Capital Interest in the Insurance Policy pursuant to
terms as established by the Plan Administrator. Any amount
purchased shall result in the Company's recovery of its Corporate
Capital Interest equal to the amount purchased. Any portions of
the Insurance Policy not purchased by the Participant shall be
treated in a manner deemed appropriate by the Plan Administrator.
The provisions of Paragraph (c) shall be subject to any
applicable severance agreement between the Company and the
Participant.
6.4 Company Release and Reassignment. Upon any
termination of company funding, the Company will release
Insurance Policy rights granted to it by the Assignment.
Thereafter, the Company shall have no involvement whatsoever,
direct or indirect, in the Insurance Policy. From such date, the
Participant shall be solely responsible for the payment of any
premium and Insurance Policy loan interest due.
7. Disqualification and Reduction, Loss, Forfeiture, or
Denial of Benefits. The benefits to be provided under this Plan
will not be available to an Employee upon any of the following
events:
(a) Except in the event of a Change in Control, the
Company may, at any time, amend or terminate the Plan, provided
that the Company may not reduce or modify the level of benefits
provided to the Participant prior to the amendment or termination
without prior consent of the Participant;
(b) In any event the Plan is terminated, whether as to
all Participants or as to an individual Participant, a
Participant shall be able to preserve and continue the Insurance
Policy on his or her life by paying the Company its Corporate
Capital Interest. Thereafter, the Participant will be
responsible for all future premiums and Insurance Policy loan
interest due;
(c) After any termination of Company Funding, policy
benefits may be reduced or terminated with respect to a
Participant if not properly funded by the Participant; or
(d) The amount of a Participant's death benefits may
vary each year. Not in limitation, but in amplification of the
foregoing, the amount of policy dividends of the Insurance
Policies and the amount of the Corporate Capital Interest may
vary the death benefits.
8. Deferred Compensation and Benefits Trust. The Company
is establishing a Deferred Compensation and Benefits Trust and
shall comply with the terms of the Trust. Upon the occurrence of
any Potential Change in Control of the Company, the Company shall
transfer to the Trust an amount of cash, marketable securities,
or other property acceptable to the trustee(s) equal in value to
105% of the amount necessary, on an actuarial basis and
calculated in accordance with the terms of the Trust, to pay the
Company's obligations under this Plan (the "Funding Amount").
The cash, marketable securities, and other property so
transferred shall be held, managed, and disbursed by the
trustee(s) subject to and in accordance with the terms of the
Trust. In addition, from time to time, the Company shall make
any and all additional transfers of cash, marketable securities,
or other property acceptable to the trustee(s) as may be
necessary in order to maintain the Funding Amount with respect to
the Plan.
8.1 Trustee's Rights and Obligation. In the event of
a Change in Control or a Potential Change in Control, the
trustee(s) for the Deferred Compensation and Benefits Trust shall
at all times thereafter be obligated for amounts payable in
accordance with the Trustee's Payment Schedule. The Company
shall notify the Insurance Carrier of a Change in Control or of a
Potential Change in Control.
8.2 Plan Funding. In the event of a Change in
Control, the calculation of the Funding Amount shall be made
without regard to the provisions of Paragraph 6.3(c) and the
Company shall be required to participate in the funding of each
Insurance Policy until the date the Insurance Policy becomes a
paid-up contract.
8.3 Termination of Funding. In the event of and after
a Change in Control, the Trustee(s) shall be required to continue
the funding of the Insurance Policy until the later of (a) the
applicable date specified in Paragraph 6.3(a) or 6.3(b),
whichever is earlier, or (b) the date specified in any severance
agreement between the Company and the Participant.
8.4 Amendment and Termination. In the event of and
after a Change in Control, the Plan may not be amended or
terminated and a Participant shall have the right to rely on the
continuation of the Funding of an Insurance Policy as provided in
this Paragraph 8.
9. Claim Procedure. All death benefits provided under the
Plan are to be paid from the Insurance Policies. The Company has
adopted the claim procedure established by the Insurance Carrier
as a claim procedure for the Plan. The beneficiary of the policy
proceeds must file a claim for benefits with the Insurance
Carrier in whatever form the Insurance Carrier may reasonably
require. If the Insurance Carrier denies the claim, the
beneficiary who wants to have that denial reviewed will have to
follow the Insurance Carrier's claims-review procedure. The
Company shall have no liability in the event an Insurance Carrier
denies a beneficiary's claim for benefits.
10. Miscellaneous.
10.1 Employment Not Guaranteed by the Plan. Neither
this Plan nor any action taken hereunder shall be constructed as
giving a Participant a right to be retained as an executive
officer or as an Employee of the Company for any period.
10.2 Taxes. The Company shall deduct from each
Participant's compensation all applicable Federal or State taxes
that may be required by law to be withheld resulting from the
Company's funding of the Insurance Policy under the Plan.
10.3 Governing Law. The Plan shall be constructed
according to the laws of the State of Idaho.
10.4 Form of Communication. Any election, application,
claim, notice, or other communication required or permitted to be
made by a Participant to the Plan Administrator shall be made in
writing and in such form as the Plan Administrator shall
prescribe. Such communication shall be effective upon mailing if
sent by first-class mail, postage prepaid, and addressed to the
Company's office at 1111 West Jefferson Street (83702),
P.O. Box 50, Boise, Idaho 83728-0001.
10.5 Amendment and Termination. Except after a Change
in Control, the Board of Directors may, at any time, amend or
terminate the Plan. At any date of termination not preceded by a
Change in Control, a Participant shall be entitled to preserve
and continue the Insurance Policy in accordance with
Paragraph 6.3(c).
10.6 Agent for Service of Process. The Plan
Administrator is designated as the agent to receive service of
legal process on behalf of the Plan.
10.7 Constructional Rules. When appropriate, the
singular as used in this Plan shall include the plural, and vice
versa, and the masculine shall include the feminine, and vice
versa.
11. Statement of ERISA Rights. Each Participant in the
Plan is entitled to certain rights and protections under the
Employee Retirement Income Security Act of 1974 (ERISA). ERISA
provides that all Participants shall be entitled to:
(a) Examine, without charge, at the Plan
Administrator's office all Plan documents.
(b) Obtain copies of all Plan documents and other Plan
information upon written request to the Plan Administrator. The
Plan Administrator may make a reasonable charge for the copies.
(c) File suit in a federal court if any materials
requested are not received within 30 days of the Participant's
request, unless the materials were not sent because of matters
beyond the control of the Plan Administrator. The court may
require the Plan Administrator to pay up to $100 for each day's
delay until the materials are received.
In addition to creating rights for Participant's, ERISA
imposed obligations upon the persons who are responsible for the
operation of the Plan. As "fiduciaries," these persons must act
solely in the interest of the Participants and they must exercise
prudence in the performance of their Plan duties. Fiduciaries
who violate ERISA may be removed and required to make good any
losses they have caused the Plan. The Company may not fire,
discriminate against, or prevent a Participant from obtaining a
welfare benefit or exercising his or her rights under ERISA. If
a Participant is improperly denied a welfare benefit in full or
in part, he or she has a right to file suit in a federal or state
court. If Plan fiduciaries are misusing the Plan's money, a
Participant has a right to file suit in a federal court or
request assistance from the U.S. Department of Labor. If a
Participant is successful in the lawsuit, the court may, if it so
decides, require the other party to pay his or her legal costs,
including attorney's fees.
If a Participant has any questions about the foregoing
or his or her rights under ERISA, the Participant should contact
the Plan Administrator or the nearest area office of the U.S.
Labor-Management Service Administration, Department of Labor.
[BCC Executive Officers Who Are CONFIDENTIAL
Employees of BCC]
(Date)
[ ]
Dear [ ]:
Boise Cascade Corporation (the "Company") considers it
essential to the best interests of its stockholders to foster the
continuous employment of key management personnel in the event
there is, or is threatened, a change in control of the Company.
In this connection, the Board of Directors of the Company (the
"Board") recognizes that the possibility of a change in control
may exist and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment
of the Company and its stockholders.
The Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including
yourself, to their assigned duties without distraction in the
face of potentially disturbing circumstances arising from the
possibility of a change in control of the Company, although no
such change is now contemplated.
In order to induce you to remain in the employ of the
Company in the face of a change in control of the Company and in
consideration of your agreement set forth in Section 2.B hereof,
the Company agrees that you shall receive the severance benefits
set forth in this letter agreement in the event your employment
with the Company is terminated subsequent to a "change in control
of the Company" (as defined in Section 2 hereof) under the
circumstances described below.
1. Term of Agreement. This Agreement shall commence on
the date hereof and shall continue in effect through [ ];
provided, however, that commencing on [ ],
and each January 1 thereafter, the term of this Agreement shall
automatically be extended so as to terminate on the third
anniversary of such date, unless, not later than September 30 of
the preceding year, the Company shall have given notice not to
extend this Agreement; provided, however, if a change in control
of the Company (as defined in Section 2 hereof) shall have
occurred during the term of this Agreement, this Agreement shall
continue in effect for a period of not less than twenty-four
months beyond the month in which such change in control of the
Company occurred.
2. Change in Control.
A. No benefits shall be payable hereunder unless
there shall have been a change in control of the Company, as set
forth below, and your employment by the Company shall thereafter
have been terminated in accordance with Section 3 below. A
"change in control of the Company" shall be deemed to have
occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(1) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates
other than in connection with the acquisition by the Company or
its affiliates of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(2) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of directors
then serving: individuals who, on the date hereof, constitute
the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof
or whose appointment, election or nomination for election was
previously so approved (the "Continuing Directors"); or
(3) The stockholders of the Company approve a
merger or consolidation of the Company with any other corporation
or approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or any
direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 66 2/3%
of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from the Company or its subsidiaries other than
in connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(4) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or transaction
which would otherwise constitute a change in control of the
Company (a "Transaction") shall not constitute a change in
control of the Company for purposes of your benefits under this
Agreement if, in connection with the Transaction, you participate
as an equity investor in the acquiring entity or any of its
affiliates (the "Acquiror"). For purposes of the preceding
sentence, you shall not be deemed to have participated as an
equity investor in the Acquiror by virtue of (a) obtaining
beneficial ownership of any equity interest in the Acquiror as
a result of the grant to you of an incentive compensation award
under one or more incentive plans of the Acquiror (including but
not limited to the conversion in connection with the Transaction
of incentive compensation awards of the Company into incentive
compensation awards of the Acquiror), on terms and conditions
substantially equivalent to those applicable to other executives
of the Company immediately prior to the Transaction, after taking
into account normal differences attributable to job
responsibilities, title and the like, (b) obtaining beneficial
ownership of any equity interest in the Acquiror on terms and
conditions substantially equivalent to those obtained in the
Transaction by all other stockholders of the Company, or
(c) having obtained an incidental equity ownership in the
Acquiror prior to and not in anticipation of the Transaction.
B. For purposes of this Agreement, a "potential change
in control of the Company" shall be deemed to have occurred if
(1) the Company enters into an agreement, the consummation of
which would result in the occurrence of a change in control of
the Company, (2) the Company or any Person publicly announces an
intention to take or to consider taking actions which if
consummated would constitute a change in control of the Company;
(3) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 9.5% or
more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then
outstanding securities; or (4) the Board adopts a resolution to
the effect that a potential change in control of the Company for
purposes of this Agreement has occurred. You agree that, subject
to the terms and conditions of this Agreement, in the event of
a potential change in control of the Company, you will at the
option of the Company remain in the employ of the Company until
the earlier of (a) the date which is six months from the
occurrence of the first such potential change in control of the
Company, or (b) the date of a change in control of the Company.
C. For purposes of this Agreement, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
D. For purposes of this Agreement, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (1) the Company or any of its
subsidiaries, (2) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its
subsidiaries, (3) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (4) a corporation
owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock
of the Company.
3. Termination Following Change in Control. If any of the
events described in Section 2 hereof constituting a change in
control of the Company shall have occurred and be continuing, you
shall be entitled to the benefits provided in Section 4 hereof
upon the subsequent termination of your employment during the
term of this Agreement unless such termination is because of your
death, by the Company for Cause or Disability, or by you other
than for Good Reason.
A. Disability. If, as a result of your incapacity
due to physical or mental illness, you shall have been absent
from your duties with the Company on a full-time basis for six
consecutive months, and within thirty days after written notice
of termination is given you shall not have returned to the full-
time performance of your duties, the Company may terminate your
employment for "Disability."
B. Cause. Termination by the Company of your
employment for "Cause" shall mean termination upon (1) the
willful and continued failure by you to substantially perform
your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness
or any such actual or anticipated failure resulting from your
termination for Good Reason), after a demand for substantial
performance is delivered to you by the Board which specifically
identifies the manner in which the Board believes that you have
not substantially performed your duties, or (2) the willful
engaging by you in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise. For purposes
of this Subsection, no act, or failure to act, on your part shall
be considered "willful" unless done, or omitted to be done, by
you not in good faith and without reasonable belief that your
action or omission was in the best interest of the Company.
Notwithstanding the foregoing, you shall not be deemed to have
been terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held
for the purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard
before the Board), finding that in the good faith opinion of the
Board you were guilty of conduct set forth above in clauses (1)
or (2) of the first sentence of this Subsection and specifying
the particulars thereof in detail.
C. Good Reason. You shall be entitled to terminate
your employment for Good Reason. For purposes of this Agreement,
"Good Reason" shall, without your express written consent, mean:
(1) The assignment to you of any duties
inconsistent with your status as an Executive Officer of the
Company or an adverse alteration in the nature or status of your
responsibilities from those in effect immediately prior to a
change in control of the Company;
(2) The disposition by the Company of the
business of the Company for which your services are principally
provided pursuant to a partial or complete liquidation of the
Company, a sale of assets (including stock of a subsidiary) of
the Company, or otherwise, unless such disposition has been
approved by the Board, two thirds of the members of which are
Continuing Directors;
(3) A reduction by the Company in your annual
base salary as in effect on the date hereof or as the same may
be increased from time to time, except for across-the-board
salary reductions similarly affecting all executives of the
Company and all executives of any Person in control of the
Company;
(4) The Company's requiring you to be based
anywhere other than in the metropolitan area in which you were
based immediately prior to a change in control of the Company,
except for required travel on the Company's business to an extent
substantially consistent with your present business travel
obligations;
(5) The failure by the Company to continue in
effect any compensation plan in which you were participating
immediately prior to the change in control of the Company,
including but not limited to your participation, if any, in the
Company's Key Executive Performance Plan for Executive Officers
(the "KEPP"), the 1982, 1986, and 1995 Executive Officer Deferred
Compensation Plans, the 1987 and 1995 Key Executive Deferred
Compensation Plans (the "Deferred Compensation Plans"), the 1984
Key Executive Stock Option Plan (the "1984 Stock Option Plan"),
or any substitute or additional plans adopted prior to the change
in control of the Company, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan in connection with the change in
control of the Company, or unless the plan has expired in
accordance with its terms in effect immediately prior to the
change in control of the Company; or the failure by the Company
to continue your participation therein on a basis not materially
less favorable, both in terms of the amount of benefits provided
and the level of your participation relative to other
participants, as existed immediately prior to the change in
control of the Company;
(6) The failure by the Company to continue to
provide you with benefits substantially similar to those enjoyed
by you under any of the Company's pension, life insurance,
medical, health and accident, or disability plans, including,
without limitation, the Company's Split-Dollar Life Insurance
Plan ("Split-Dollar Plan"), and the Supplemental Early Retirement
Plan for Executive Officers ("Early Retirement Plan"), the
Pension Plan for Salaried Employees (the "Qualified Plan"), the
Savings and Supplemental Retirement Plan (the "SSRP"), the
Supplemental Retirement Programs (the "Excess Benefit Plans"),
and any other nonqualified pension agreement between you and the
Company, in which you may have been participating at the time of
a change in control of the Company, the taking of any action by
the Company which would directly or indirectly materially reduce
any of such benefits or deprive you of any material fringe
benefit enjoyed by you at the time of the change in control of
the Company, or the failure by the Company to provide you with
the number of paid vacation days to which you are entitled on the
basis of years of service with the Company in accordance with the
Company's normal vacation policy in effect at the time of the
change in control of the Company;
(7) The failure of the Company to obtain a
satisfactory agreement from any successor to assume and agree to
perform this Agreement, as contemplated in Section 7 hereof; or
(8) Any purported termination of your employment
which is not effected pursuant to a Notice of Termination
satisfying the requirements of Subsection D below (and, if
applicable, Subsection B above). Furthermore, no such purported
termination of your employment shall be effective for purposes
of this Agreement.
Your right to terminate your employment pursuant to this
Subsection shall not be affected by your incapacity due to
physical or mental illness. Your continued employment shall not
constitute consent to, or a waiver of rights with respect to, any
act or failure to act constituting Good Reason hereunder.
D. Notice of Termination. Any purported termination
by the Company or by you shall be communicated by written Notice
of Termination to the other party hereto in accordance with
Section 8 hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of your employment
under the provision so indicated.
E. Date of Termination, Etc. "Date of Termination"
shall mean (1) if your employment is terminated for Disability,
thirty days after Notice of Termination is given (provided that
you shall not have returned to the performance of your duties on
a full-time basis during such thirty-day period), and (2) if your
employment is terminated pursuant to Subsection B or C above or
for any other reason, the date specified in the Notice of
Termination (which, in the case of a termination pursuant to
Subsection B above shall not be less than thirty days, and in the
case of a termination pursuant to Subsection C above shall not
be more than sixty days, respectively, from the date such Notice
of Termination is given); provided that if within thirty days
after any Notice of Termination is given the party receiving such
Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall
be the date on which the dispute is finally determined, either
by mutual written agreement of the parties or by a final
judgment, order or decree of a court of competent jurisdiction
(the time for appeal therefrom having expired and no appeal
having been perfected); and provided further that the Date of
Termination shall be extended by a notice of dispute only if such
notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Company
will continue to pay you your full compensation in effect when
the notice giving rise to the dispute was given (including, but
not limited to, base salary) and continue you as a participant
in all compensation, benefit and insurance plans in which you
were participating when the notice giving rise to the dispute was
given, until the dispute is finally resolved in accordance with
this Section. Amounts paid under this Section are in addition
to all other amounts due under this Agreement and shall not be
offset against or reduce any other amounts due under this
Agreement.
4. Compensation Upon Termination or During Disability.
A. During any period that you fail to perform your
duties hereunder as a result of incapacity due to physical or
mental illness, you shall continue to receive your full base
salary at the rate then in effect and all compensation, including
under the KEPP, paid during the period until your employment is
terminated pursuant to Section 3.A hereof. Thereafter, your
benefits shall be determined in accordance with the insurance
programs then in effect of the Company or subsidiary corporation
by which you are employed, and any qualified retirement plan and
any executive supplemental retirement plan in effect immediately
prior to the change in control of the Company.
B. If your employment shall be terminated for Cause
or by you other than for Good Reason, the Company shall pay you
only your full base salary through the Date of Termination at the
rate in effect at the time Notice of Termination is given, plus
all other amounts to which you are entitled under any
compensation plan of the Company at the time such payments are
due, and the Company shall have no further obligations to you
under this Agreement.
C. If your employment shall be terminated by the
Company other than for Cause or Disability, or by you for Good
Reason, then you shall be entitled to the benefits provided
below:
(1) The Company shall pay you, not later than the
fifth day following the Date of Termination, your full base
salary through the Date of Termination at the rate in effect at
the time Notice of Termination is given, plus all other amounts
to which you are entitled under any compensation plan of the
Company at the time such payments are due;
(2) The Company shall pay to you, not later than
the fifth day following the Date of Termination, a lump sum
severance payment equal to (a) three times the sum of (i) your
annual base salary, plus (ii) your target bonus payout under the
Company's Key Executive Performance Plan for Executive Officers
(the "KEPP") (or any substitute plan) for the year in which
occurs the Date of Termination or change in control of the
Company, whichever is greater, less (b) the dollar amount, if
any, which you are paid upon termination of employment, without
regard to the provisions of this Agreement, under the Company's
Severance Pay Policy for Executive Officers as in effect
immediately prior to the Date of Termination;
(3) The Company shall pay to you, not later than
the fifth day following the Date of Termination, a lump sum
amount equal to the greater of the value of your unused and
accrued vacation entitlement in accordance with the Company's
Vacation Policy as in effect immediately prior to the change in
control of the Company or as in effect on Date of Termination;
(4) The Company shall pay to you, not later than
the fifth day following the Date of Termination, a lump sum
amount equal to the sum of (a) any unpaid bonus (excluding
deferred awards, plus interest, credited to your account, which
shall be payable under the KEPP in accordance with its terms)
pursuant to the KEPP (or any substitute plan) allocable to you
in respect of the Plan year preceding that in which the Date of
Termination occurs, and (b) a KEPP award (or award under a
substitute plan) for the year in which the Date of Termination
occurs, equal to the greater of (i) 30% of your base salary for
such year (determined without regard to any reduction in your
base salary constituting Good Reason), prorated through the month
in which the Date of Termination occurs, or (ii) the actual KEPP
award (or award under such substitute plan) as determined by
actual year-to-date earnings per share through the last day of
the month prior to the month in which the Date of Termination
occurs in accordance with the KEPP award criteria (or criteria
under such substitute plan) in which you are participating as of
the Date of Termination, prorated through the month in which the
Date of Termination occurs;
(5) Anything to the contrary notwithstanding in
any agreement or agreements pursuant to which, either prior to
or after the date hereof, you were or will be granted options
("Options") under the Company's 1984 Stock Option Plan or any
other stock option plan of the Company, effective at and as of
the Date of Termination all such options held by you which then
remain outstanding and unexercised shall be automatically
canceled and in lieu thereof the Company shall pay to you, not
later than the fifth day following the Date of Termination, a
lump sum amount equal to the sum of:
(a) In the case of those canceled Options
held by you which were incentive stock options ("Incentive Stock
Options"), as defined under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), granted after the date of
this Agreement, the product of (i) the difference (to the extent
such difference is a positive number) obtained by subtracting the
per share exercise price of each such Incentive Stock Option,
from: if the Company Shares are then listed on a national
securities exchange,the closing sales price per share on such
exchange on the trading day immediately preceding the date of
payment thereof, or if Company Shares are not listed on a
national securities exchange on such date, then the average of
the closing bid and asked prices for Company Shares in the over-
the-counter market for the last preceding date on which there was
a sale of such Company Shares in such market, or if Company
Shares are not then traded in the over-the-counter market, such
value as the Company in its discretion may determine, but in no
event greater than the fair market value of such shares for
federal income tax purposes, and (ii) the number of Company
Shares covered by each such Incentive Stock Option;
(b) In the case of all other canceled
Options held by you, the sum of (i) the product of (x) the
difference (to the extent that such difference is a positive
number) obtained by subtracting the per share exercise price of
each such Option, whether or not then fully exercisable, from the
higher of (1) if the Company Shares are then listed on a national
securities exchange, the closing sales price on the Date of
Termination of Company Shares on such national securities
exchange, or if Company Shares are not listed on a national
securities exchange on such date, then the average of the closing
bid and asked prices for Company Shares in the over-the-counter
market for the last preceding date on which there was a sale of
such Company Shares in such market, of if Company Shares are not
then traded in the over-the-counter market, such value as the
Company in its discretion may determine, or (2) the highest price
per Company Share actually paid in connection with any change in
control of the Company, and (y) the number of Company Shares
covered by such Option, plus (ii) the amount of any tax bonus
that would be payable upon the exercise of such Option at the
price set forth above; and
(6) The Company shall also pay to you all legal
fees and expenses incurred by you as a result of such termination
(including all such fees and expenses, if any, incurred in
contesting or disputing any such termination or in seeking to
obtain or enforce any right or benefit provided by this
Agreement).
D. If your employment shall be terminated (1) by the
Company or subsidiary corporation by which you are employed other
than for Cause or Disability or (2) by you for Good Reason, then
for a twelve-month period following such termination, the Company
shall maintain, in full force and effect for your continued
benefit, all life, disability, accident and health insurance
plans or arrangements, and financial counseling services in which
you may have been participating immediately prior to the change
in control of the Company, provided your continued participation
(or a particular type of coverage) is possible under the general
terms and provisions of such plans and arrangements. In the
event your participation (or a particular type of coverage) under
any such plan or arrangement is barred, the Company shall arrange
to provide you with benefits, at substantially the same cost to
you, which are substantially similar to those which you are
entitled to receive under such plans and arrangements.
Notwithstanding the foregoing, the Company shall continue to pay
such amounts as may be required to maintain any insurance you may
have had in force pursuant to the Split-Dollar Plan until the
later of your sixty-fifth birthday or ten years after the
insurance policy is issued, after which the Company will release
to you its interest in each such policy.
E. If your employment shall be terminated (1) by the
Company or subsidiary corporation by which you are employed other
than for Cause or Disability or (2) by you for Good Reason, then
in addition to the aggregate retirement benefits to which you are
entitled under the Company's Qualified Plan, the Company's Excess
Benefit Plans, any other nonqualified pension agreement or
arrangement, or any successor plans thereto, the Company shall
pay you amounts equal to (a), (b), (c), or (d), whichever is
applicable:
(a) If you have satisfied the service, but not the
age, requirements of the Early Retirement Plan, as
in effect immediately prior to the change in control
of the Company, you shall receive a monthly benefit,
commencing on your fifty-fifth birthday equal to the
benefit to which you would have been entitled under
the Early Retirement Plan, as in effect immediately
prior to the change in control of the Company, had
you satisfied the age and service requirements as of
the Date of Termination; or
(b) If you have satisfied the age, but not the
service, requirement of the Early Retirement Plan,
as in effect immediately prior to the change in
control of the Company, you shall receive a monthly
benefit, commencing as of the Date of Termination
equal to the benefit to which you would have been
entitled under the Early Retirement Plan, as in
effect immediately prior to the change in control of
the Company, had you satisfied the age and service
requirements as of the Date of Termination; or
(c) If you have satisfied neither the age nor the
service requirements of the Early Retirement Plan,
as in effect immediately prior to the change in
control of the Company, you shall receive a monthly
benefit, commencing on your fifty-fifth birthday
equal to the benefit to which you would have been
entitled under the Early Retirement Plan, as in
effect immediately prior to the change in control of
the Company, had you satisfied the age and service
requirements as of the Date of Termination; or
(d) If you have satisfied both the age and the
service requirements of the Early Retirement Plan,
as in effect immediately before the change in
control of the Company, you shall receive the
benefits to which you are entitled under the Early
Retirement Plan.
The benefits under this paragraph E shall be paid in the same
manner as, and shall otherwise possess the same rights and
privileges as were available with respect to, benefits under the
terms of the Early Retirement Plan as in effect immediately prior
to the change in control of the Company.
F. If your employment shall be terminated (1) by the
Company or subsidiary corporation by which you are employed other
than for Cause or Disability or (2) by you for Good Reason, then
you shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or
otherwise, nor shall the amount of any payment or benefit
provided for in this Section 4 (except as otherwise provided in
the immediately succeeding sentence) be reduced by any
compensation earned by you as the result of employment by another
employer or by retirement benefits after the Date of Termination,
or otherwise. Benefits otherwise receivable by you pursuant to
Section 4.D shall be reduced to the extent comparable benefits
are actually received by you during the twelve-month period
following your termination, and any such benefits actually
received by you shall be reported to the Company.
5. Protective Limitation. Notwithstanding any provision
hereof to the contrary, in the event you (A) would receive
payments under this Agreement or under any other plan, program,
or policy sponsored by the Company; (B) which payments relate to
a change in control of the Company and which are determined
(whether by the Company, your legal counsel, or the IRS) to be
subject to excise tax under Section 4999 of the Code; and (C) if
this excise tax would cause the net after-tax parachute payments,
within the meaning of Section 280G of the Code ("Parachute
Payments") actually received by you to be less than the net
amount you would have received, after application of federal and
state income taxes, had the present value of your total Parachute
Payments equaled $1.00 less than three times your base amount,
as defined under Section 280G of the Code, then your Parachute
Payments attributable to payments under this Agreement shall be
reduced (by the minimum possible amount), so that their aggregate
present value equals $1.00 less than three times your base
amount. In the event payments under this Agreement are reduced,
such reduction shall be made first from payments made pursuant
to Section 4.C(5) and second from Section 4.C(2). For purposes
of this paragraph, your tax rate will be the maximum marginal
federal and state income tax rate on earned income, with the
maximum federal rate to be computed with regard to Section 1(g)
of the Code and applying any available deduction of state and
local taxes for federal income tax purposes. If you and the
Company are unable to agree as to the amount of the reduction
described above, if any, you may select a law firm or accounting
firm from among those firms regularly consulted by the Company
prior to the change in control of the Company or other firms
acceptable to the Company, and this law firm or accounting firm
shall determine the amount of any reduction and the firm's
determination shall be final and binding on you and the Company.
6. Deferred Compensation and Benefits Trust. The Company
has established a Deferred Compensation and Benefits Trust, and
shall comply with the terms of that Trust. Upon the occurrence
of any potential change in control of the Company, the Company
shall transfer to the Trust an amount of cash, marketable
securities, or other property acceptable to the trustee(s) equal
in value to 105% of the amount necessary, on an actuarial basis
and calculated in accordance with the terms of the Trust, to pay
the Company's obligations under this Agreement (the "Funding
Amount"). The cash, marketable securities, and other property
so transferred shall be held, managed, and disbursed by the
trustee(s) subject to and in accordance with the terms of the
Trust. In addition, from time to time, the Company shall make
any and all additional transfers of cash, marketable securities,
or other property acceptable to the trustee(s) as may be
necessary in order to maintain the Funding Amount with respect
to this Agreement. The determination of the amount required to
be transferred by the Company to the Trust shall include any
amounts that could in any circumstances be payable in the future
under Section 4 hereof, calculated in accordance with the
following rules: (A) Upon a potential change in control of the
Company, the Company will calculate the amount required to be
transferred to the Trust based on the assumption that your
employment, if not previously terminated, will be terminated by
the Company other than for Cause or Disability on the second
anniversary of the potential change in control of the Company;
(B) Upon any subsequent recalculation, your employment will be
deemed to have been terminated by the Company other than for
Cause or Disability on the later of the date of actual
termination or the date of such recalculation; and (C) For
purposes of calculating the amount payable under
Section 4.C(5)(b) hereof, the amount determined under
Section 4.C(5)(b)(i)(x) shall be deemed to be the higher of 200%
of the closing sale price of Company Shares on the date of the
potential change in control of the Company or the highest price
at which Company Shares traded during the period between the
potential change in control of the Company and the date as of
which the calculation is being made.
For this purpose, the term Deferred Compensation and Benefits
Trust shall mean an irrevocable trust or trusts established or
to be established by the Company with an independent trustee or
trustees for the benefit of persons entitled to receive payments
or benefits hereunder, the assets of which nevertheless will be
subject to claims of the Company's creditors in the event of
bankruptcy or insolvency and with respect to which the Company
shall have received a ruling from the Internal Revenue Service
that the trust is a "grantor trust" for federal income tax
purposes.
The Deferred Compensation and Benefits Trust shall contain
the following additional provisions:
(a) If a change in control of the Company does not occur
within one year after the potential change in control of the
Company, the Company may reclaim the assets transferred to the
trustee or trustees subject to the requirement that it be again
funded upon the occurrence of another potential change in control
of the Company.
(b) Upon a change in control of the Company, the assets of
the Deferred Compensation and Benefits Trust shall be used to pay
benefits under this Agreement, except to the extent such benefits
are paid by the Company, and the Company and any successor shall
continue to be liable for the ultimate payment of those benefits.
(c) The Deferred Compensation and Benefits Trust will be
terminated upon the exhaustion of the trust assets or upon
payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust shall
contain other appropriate terms and conditions consistent with
the purposes sought to be accomplished by it. Prior to a change
in control of the Company, the Deferred Compensation and Benefits
Trust may be amended from time to time by the Company, but no
such amendment may substantially alter any of the provisions set
out in the preceding paragraphs.
7. Successors; Binding Agreement.
A. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had
taken place. Failure of the Company to obtain such assumption
and agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle you to
compensation from the Company in the same amount and on the same
terms as you would be entitled hereunder if you terminate your
employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As
used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
B. This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees. If you should die while any amount would still be
payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to your devisee,
legatee or other designee or if there is no such designee, to
your estate.
C. Any dispute between you and the Company regarding
this Agreement may be resolved either by binding arbitration or
by judicial proceedings at your sole election, and the Company
agrees to be bound by your election in that regard.
8. Notice. For the purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be
in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed to the respective
addresses set forth on the first page of this Agreement, provided
that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the
Company, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon
receipt.
9. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by you and such
officer as may be designated by the Board. No waiver by either
party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The
validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the state of Idaho
(regardless of the law which may be applicable under principles
of conflicts of law). All references to sections of the Exchange
Act or the Code shall be deemed also to refer to any successor
provisions to such sections. If the obligations of the Company
under Section 4 arise prior to the expiration of the term of this
Agreement, such obligations shall survive the expiration of the
term.
10. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
11. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same
instrument.
12. No Guaranty of Employment. Neither this contract nor
any action taken hereunder shall be construed as giving you a
right to be retained as an employee or an executive officer of
the Company.
13. Governing Law. This Agreement shall be governed by
and construed in accordance with Delaware law.
14. Other Benefits. Any payments due to you as provided
herein are in addition to, and not in lieu of, any amounts to
which you may be entitled under any other employee benefit plan,
program or policy of the Company.
If this letter correctly sets forth our agreement on the
subject matter hereof, kindly sign and return to the Company the
enclosed copy of this letter which will then constitute our
agreement on this subject.
Sincerely,
BOISE CASCADE CORPORATION
By___________________________
Alice E. Hennessey
Senior Vice President
Corporate Relations and
Human Resources
Agreed to this [ ] day
of [ ],
______________________________
[Name of Officer]
Enclosure
[BCC Executive Officers Who Are CONFIDENTIAL
Employees of BCOP]
(Date)
[ ]
Dear [ ]:
Boise Cascade Corporation (the "Company") considers it
essential to the best interests of its stockholders to foster
the continuous employment of key management personnel in the
event there is, or is threatened, a change in control of the
Company. In this connection, the Board of Directors of the
Company (the "Board") recognizes that the possibility of a
change in control may exist and that such possibility, and the
uncertainty and questions which it may raise among management,
may result in the departure or distraction of management
personnel to the detriment of the Company and its
stockholders.
The Board has determined that appropriate steps should
be taken to reinforce and encourage the continued attention
and dedication of members of the Company's management, includ-
ing yourself, to their assigned duties without distraction in
the face of potentially disturbing circumstances arising from
the possibility of a change in control of the Company,
although no such change is now contemplated.
In order to induce you to remain as an employee of Boise
Cascade Office Products Corporation ("BCOP") in the face of a
change in control of the Company, if the change in control of
the Company occurs when you are an executive officer of the
Company, and in consideration of your agreement set forth in
Section 2.B hereof, the Company agrees that you shall receive
the severance benefits set forth in this letter agreement in
the event your employment is terminated subsequent to a
"change in control of the Company" (as defined in Section 2
hereof) under the circumstances described below.
1. Term of Agreement. This Agreement shall commence on
the date hereof and shall continue in effect through [ ];
provided, however, that commencing on [ ], and
each January 1 thereafter, the term of this Agreement shall
automatically be extended so as to terminate on the third
anniversary of such date, unless, not later than September 30
of the preceding year, the Company shall have given notice not
to extend this Agreement; provided, however, if a change in
control of the Company (as defined in Section 2 hereof) shall
have occurred during the term of this Agreement, this
Agreement shall continue in effect for a period of not less
than twenty-four months beyond the month in which such change
in control of the Company occurred. Notwithstanding any other
provision of this Agreement, this Agreement shall terminate
if, prior to the occurrence of a potential change in control
of the Company, you cease to be an executive officer of the
Company, such termination to be effective as of the date you
so cease to be an executive officer of the Company.
2. Change in Control.
A. No benefits shall be payable hereunder unless
there shall have been a change in control of the Company, as
set forth below, and your employment with BCOP shall there-
after have been terminated in accordance with Section 3 below.
A "change in control of the Company" shall be deemed to have
occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(1) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such
Person any securities acquired directly from the Company or
its affiliates other than in connection with the acquisition
by the Company or its affiliates of a business) representing
20% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the
Company's then outstanding securities; or
(2) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of direc-
tors then serving: individuals who, on the date hereof,
constitute the Board and any new director (other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the elec-
tion of directors of the Company) whose appointment or elec-
tion by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election or
nomination for election was previously so approved (the
"Continuing Directors"); or
(3) The stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation or approve the issuance of voting securities of
the Company in connection with a merger or consolidation of
the Company (or any direct or indirect subsidiary of the
Company) pursuant to applicable stock exchange requirements,
other than (i) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, at least 66 2/3% of the combined voting
power of the voting securities of the Company or such surviv-
ing entity or any parent thereof outstanding immediately after
such merger or consolidation, or (ii) a merger or consolida-
tion effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by
such Person any securities acquired directly from the Company
or its subsidiaries other than in connection with the acquisi-
tion by the Company or its subsidiaries of a business)
representing 20% or more of either the then outstanding shares
of common stock of the Company or the combined voting power of
the Company's then outstanding securities; or
(4) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or
an agreement for the sale or disposition by the Company of all
or substantially all of the Company's assets, other than a
sale or disposition by the Company of all or substantially all
of the Company's assets to an entity, at least 66 2/3% of the
combined voting power of the voting securities of which are
owned by Persons in substantially the same proportions as
their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a change in
control of the Company (a "Transaction") shall not constitute
a change in control of the Company for purposes of your bene-
fits under this Agreement if, in connection with the
Transaction, you participate as an equity investor in the
acquiring entity or any of its affiliates (the "Acquiror").
For purposes of the preceding sentence, you shall not be
deemed to have participated as an equity investor in the
Acquiror by virtue of (a) obtaining beneficial ownership of
any equity interest in the Acquiror as a result of the grant
to you of an incentive compensation award under one or more
incentive plans of the Acquiror (including but not limited to
the conversion in connection with the Transaction of incentive
compensation awards of the Company into incentive compensation
awards of the Acquiror), on terms and conditions substantially
equivalent to those applicable to other executives of the
Company immediately prior to the Transaction, after taking
into account normal differences attributable to job respon-
sibilities, title and the like, (b) obtaining beneficial
ownership of any equity interest in the Acquiror on terms and
conditions substantially equivalent to those obtained in the
Transaction by all other stockholders of the Company, or
(c) having obtained an incidental equity ownership in the
Acquiror prior to and not in anticipation of the Transaction.
B. For purposes of this Agreement, a "potential
change in control of the Company" shall be deemed to have
occurred if (1) the Company enters into an agreement, the
consummation of which would result in the occurrence of a
change in control of the Company, (2) the Company or any
Person publicly announces an intention to take or to consider
taking actions which if consummated would constitute a change
in control of the Company; (3) any Person becomes the
Beneficial Owner, directly or indirectly, of securities of the
Company representing 9.5% or more of either the then outstand-
ing shares of common stock of the Company or the combined
voting power of the Company's then outstanding securities; or
(4) the Board adopts a resolution to the effect that a
potential change in control of the Company for purposes of
this Agreement has occurred. You agree that, subject to the
terms and conditions of this Agreement, in the event of a
potential change in control of the Company, you will at the
option of the Company remain in the employ of the Company
until the earlier of (a) the date which is six months from the
occurrence of the first such potential change in control of
the Company, or (b) the date of a change in control of the
Company.
C. For purposes of this Agreement, "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
D. For purposes of this Agreement, "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (1) the Company or any
of its subsidiaries, (2) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (3) an underwriter temporarily hold-
ing securities pursuant to an offering of such securities, or
(4) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
3. Termination Following Change in Control. If any of
the events described in Section 2 hereof constituting a change
in control of the Company shall have occurred and be continu-
ing, you shall be entitled to the benefits provided in
Section 4 hereof upon the subsequent termination of your
employment with BCOP during the term of this Agreement unless
such termination is because of your death, by BCOP for Cause
or Disability, or by you other than for Good Reason.
A. Disability. If, as a result of your incapacity
due to physical or mental illness, you shall have been absent
from your duties with BCOP on a full-time basis for six
consecutive months, and within thirty days after written
notice of termination is given you shall not have returned to
the full-time performance of your duties, BCOP may terminate
your employment for "Disability."
B. Cause. Termination by BCOP of your employment
for "Cause" shall mean termination upon (1) the willful and
continued failure by you to substantially perform your duties
with BCOP (other than any such failure resulting from your
incapacity due to physical or mental illness or any such
actual or anticipated failure resulting from your termination
for Good Reason), after a demand for substantial performance
is delivered to you by the BCOP board of directors which
specifically identifies the manner in which the BCOP board of
directors believes that you have not substantially performed
your duties, or (2) the willful engaging by you in conduct
which is demonstrably and materially injurious to BCOP,
monetarily or otherwise. For purposes of this Subsection, no
act, or failure to act, on your part shall be considered
"willful" unless done, or omitted to be done, by you not in
good faith and without reasonable belief that your action or
omission was in the best interest of BCOP. Notwithstanding
the foregoing, you shall not be deemed to have been terminated
for Cause unless and until there shall have been delivered to
you a copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters of the entire membership
of the BCOP board of directors at a meeting of the board
called and held for the purpose (after reasonable notice to
you and an opportunity for you, together with your counsel, to
be heard before the board), finding that in the good faith
opinion of the BCOP board of directors you were guilty of
conduct set forth above in clauses (1) or (2) of the first
sentence of this Subsection and specifying the particulars
thereof in detail.
C. Good Reason. You shall be entitled to
terminate your employment for Good Reason. For purposes of
this Agreement, "Good Reason" shall, without your express
written consent, mean:
(1) The assignment to you of any duties incon-
sistent with your status as an Executive Officer of the
Company and BCOP or an adverse alteration in the nature or
status of your responsibilities from those in effect
immediately prior to a change in control of the Company;
(2) The disposition by the Company of its
ownership interest in the business of BCOP pursuant to a
partial or complete liquidation of the Company, a sale of
assets (including stock of a subsidiary) of the Company, or
otherwise, unless such disposition has been approved by the
Board, two thirds of the members of which are Continuing
Directors;
(3) A reduction by BCOP in your annual base
salary as in effect on the date hereof or as the same may be
increased from time to time, except for across-the-board
salary reductions similarly affecting all executives of the
Company and BCOP and all executives of any Person in control
of the Company;
(4) BCOP's requiring you to be based anywhere
other than in the metropolitan area in which you were based
immediately prior to a change in control of the Company,
except for required travel on BCOP's business to an extent
substantially consistent with your present business travel
obligations;
(5) The failure by BCOP to continue in effect
any compensation plan in which you were participating immedi-
ately prior to the change in control of the Company, including
but not limited to your participation, if any, in the BCOP Key
Executive Performance Plan for Executive Officers (the
"KEPP"), the BCOP 1995 Executive Officer Deferred Compensation
Plan (the "Deferred Compensation Plan"), the BCOP Key
Executive Stock Option Plan (the "Stock Option Plan"), or any
substitute or additional plans adopted prior to the change in
control of the Company, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has
been made with respect to such plan in connection with the
change in control of the Company, or unless the plan has
expired in accordance with its terms in effect immediately
prior to the change in control of the Company; or the failure
by BCOP to continue your participation therein on a basis not
materially less favorable, both in terms of the amount of
benefits provided and the level of your participation relative
to other participants, as existed immediately prior to the
change in control of the Company;
(6) The failure by BCOP to continue to provide
you with benefits substantially similar to those enjoyed by
you under any of BCOP's pension, life insurance, medical,
health and accident, or disability plans, including, without
limitation, BCOP's Split-Dollar Life Insurance Plan ("Split-
Dollar Plan"), and BCOP's Supplemental Early Retirement Plan
for Executive Officers ("Early Retirement Plan"), the Pension
Plan for Salaried Employees (the "Qualified Plan"), the
Savings and Supplemental Retirement Plan (the "SSRP"), the
Supplemental Retirement Programs (the "Excess Benefit Plans"),
and any other nonqualified pension agreement between you and
BCOP, in which you may have been participating at the time of
a change in control of the Company, the taking of any action
by BCOP which would directly or indirectly materially reduce
any of such benefits or deprive you of any material fringe
benefit enjoyed by you at the time of the change in control of
the Company, or the failure by BCOP to provide you with the
number of paid vacation days to which you are entitled on the
basis of years of service with BCOP in accordance with BCOP's
normal vacation policy in effect at the time of the change in
control of the Company;
(7) The failure of the Company to obtain a
satisfactory agreement from any successor to assume and agree
to perform this Agreement, as contemplated in Section 7
hereof; or
(8) Any purported termination of your
employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Subsection D below
(and, if applicable, Subsection B above). Furthermore, no
such purported termination of your employment shall be
effective for purposes of this Agreement.
Your right to terminate your employment pursuant to this
Subsection shall not be affected by your incapacity due to
physical or mental illness. Your continued employment shall
not constitute consent to, or a waiver of rights with respect
to, any act or failure to act constituting Good Reason
hereunder.
D. Notice of Termination. Any purported
termination by BCOP or by you shall be communicated by written
Notice of Termination to the other party hereto in accordance
with Section 8 hereof. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indi-
cate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination
of your employment under the provision so indicated.
E. Date of Termination, Etc. "Date of
Termination" shall mean (1) if your employment is terminated
for Disability, thirty days after Notice of Termination is
given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such
thirty-day period), and (2) if your employment is terminated
pursuant to Subsection B or C above or for any other reason,
the date specified in the Notice of Termination (which, in the
case of a termination pursuant to Subsection B above shall not
be less than thirty days, and in the case of a termination
pursuant to Subsection C above shall not be more than sixty
days, respectively, from the date such Notice of Termination
is given); provided that if within thirty days after any
Notice of Termination is given the party receiving such Notice
of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be
the date on which the dispute is finally determined, either by
mutual written agreement of the parties or by a final judg-
ment, order or decree of a court of competent jurisdiction
(the time for appeal therefrom having expired and no appeal
having been perfected); and provided further that the Date of
Termination shall be extended by a notice of dispute only if
such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable
diligence.
4. Compensation Upon Termination.
A. If your employment shall be terminated by BCOP,
following a Change in Control of the Company, other than for
Cause or Disability, or by you for Good Reason, then you shall
be entitled to the benefits provided below:
(1) Anything to the contrary notwithstanding
in any agreement or agreements pursuant to which, either prior
to or after the date hereof, you were or will be granted
options ("Options") under the Company's 1984 Key Executive
Stock Option Plan or any other stock option plan of the
Company, effective at and as of the Date of Termination all
such options held by you which then remain outstanding and
unexercised shall be automatically canceled and in lieu
thereof the Company shall pay to you, not later than the fifth
day following the Date of Termination, a lump sum amount equal
to the sum of:
(a) In the case of those canceled Options
held by you which were incentive stock options ("Incentive
Stock Options"), as defined under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), granted after
the date of this Agreement, the product of (i) the difference
(to the extent such difference is a positive number) obtained
by subtracting the per share exercise price of each such
Incentive Stock Option, from: if the Company Shares are then
listed on a national securities exchange,the closing sales
price per share on such exchange on the trading day immedi-
ately preceding the date of payment thereof, or if Company
Shares are not listed on a national securities exchange on
such date, then the average of the closing bid and asked
prices for Company Shares in the over-the-counter market for
the last preceding date on which there was a sale of such
Company Shares in such market, or if Company Shares are not
then traded in the over-the-counter market, such value as the
Company in its discretion may determine, but in no event
greater than the fair market value of such shares for federal
income tax purposes, and (ii) the number of Company Shares
covered by each such Incentive Stock Option;
(b) In the case of all other canceled
Options held by you, the sum of (i) the product of (x) the
difference (to the extent that such difference is a positive
number) obtained by subtracting the per share exercise price
of each such Option, whether or not then fully exercisable,
from the higher of (1) if the Company Shares are then listed
on a national securities exchange, the closing sales price on
the Date of Termination of Company Shares on such national
securities exchange, or if Company Shares are not listed on a
national securities exchange on such date, then the average of
the closing bid and asked prices for Company Shares in the
over-the-counter market for the last preceding date on which
there was a sale of such Company Shares in such market, of if
Company Shares are not then traded in the over-the-counter
market, such value as the Company in its discretion may deter-
mine, or (2) the highest price per Company Share actually paid
in connection with any change in control of the Company, and
(y) the number of Company Shares covered by such Option, plus
(ii) the amount of any tax bonus that would be payable upon
the exercise of such Option at the price set forth above;
(2) The Company shall continue to pay such
amounts as may be required to maintain any insurance you may
have had in force pursuant to the Company's Split Dollar Life
Insurance Plan until the later of your sixty-fifth birthday or
ten years after the insurance policy is issued, after which
the Company will release to you its interest in each such
policy.
(3) The Company shall also pay to you all
legal fees and expenses incurred by you as a result of such
termination (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in
seeking to obtain or enforce any right or benefit provided by
this Agreement).
B. If your employment shall be terminated (1) by
BCOP other than for Cause or Disability or (2) by you for Good
Reason, then you shall not be required to mitigate the amount
of any payment provided for in this Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment
or benefit provided for in this Section 4 (except as otherwise
provided in the immediately succeeding sentence) be reduced by
any compensation earned by you as the result of employment by
another employer or by retirement benefits after the Date of
Termination, or otherwise.
5. Protective Limitation. Notwithstanding any
provision hereof to the contrary, in the event you (A) would
receive payments under this Agreement or under any other plan,
program, or policy sponsored by the Company or BCOP; (B) which
payments relate to a change in control of the Company and
which are determined (whether by the Company, your legal
counsel, or the IRS) to be subject to excise tax under
Section 4999 of the Code; and (C) if this excise tax would
cause the net after-tax parachute payments, within the meaning
of Section 280G of the Code ("Parachute Payments") actually
received by you to be less than the net amount you would have
received, after application of federal and state income taxes,
had the present value of your total Parachute Payments equaled
$1.00 less than three times your base amount, as defined under
Section 280G of the Code, then your Parachute Payments
attributable to payments under this Agreement shall be reduced
(by the minimum possible amount), so that their aggregate
present value equals $1.00 less than three times your base
amount. For purposes of this paragraph, your tax rate will be
the maximum marginal federal and state income tax rate on
earned income, with the maximum federal rate to be computed
with regard to Section 1(g) of the Code and applying any
available deduction of state and local taxes for federal
income tax purposes. If you and the Company are unable to
agree as to the amount of the reduction described above, if
any, you may select a law firm or accounting firm from among
those firms regularly consulted by the Company prior to the
change in control of the Company or other firms acceptable to
the Company, and this law firm or accounting firm shall
determine the amount of any reduction and the firm's
determination shall be final and binding on you and the
Company.
6. Deferred Compensation and Benefits Trust. The
Company has established a Deferred Compensation and Benefits
Trust, and shall comply with the terms of that Trust. Upon
the occurrence of any potential change in control of the
Company, the Company shall transfer to the Trust an amount of
cash, marketable securities, or other property acceptable to
the trustee(s) equal in value to 105% of the amount necessary,
on an actuarial basis and calculated in accordance with the
terms of the Trust, to pay the Company's obligations under
this Agreement (the "Funding Amount"). The cash, marketable
securities, and other property so transferred shall be held,
managed, and disbursed by the trustee(s) subject to and in
accordance with the terms of the Trust. In addition, from
time to time, the Company shall make any and all additional
transfers of cash, marketable securities, or other property
acceptable to the trustee(s) as may be necessary in order to
maintain the Funding Amount with respect to this Agreement.
The determination of the amount required to be transferred by
the Company to the Trust shall include any amounts that could
in any circumstances be payable in the future under Section 4
hereof, calculated in accordance with the following rules:
(A) Upon a potential change in control of the Company, the
Company will calculate the amount required to be transferred
to the Trust based on the assumption that your employment, if
not previously terminated, will be terminated by BCOP other
than for Cause or Disability on the second anniversary of the
potential change in control of the Company; (B) Upon any
subsequent recalculation, your employment will be deemed to
have been terminated by BCOP other than for Cause or
Disability on the later of the date of actual termination or
the date of such recalculation; and (C) For purposes of
calculating the amount payable under Section 4.A.(1)(b)
hereof, the amount determined under Section 4.A(1)(b)(i)(x)
shall be deemed to be the higher of 200% of the closing sale
price of Company Shares on the date of the potential change in
control of the Company or the highest price at which Company
Shares traded during the period between the potential change
in control of the Company and the date as of which the
calculation is being made.
For this purpose, the term Deferred Compensation and
Benefits Trust shall mean the irrevocable trust established by
the Company with an independent trustee or trustees for the
benefit of persons entitled to receive payments or benefits
hereunder, the assets of which nevertheless will be subject to
claims of the Company's creditors in the event of bankruptcy
or insolvency and with respect to which the Company shall have
received a ruling from the Internal Revenue Service that the
trust is a "grantor trust" for federal income tax purposes.
The Deferred Compensation and Benefits Trust shall
contain the following additional provisions:
(a) If a change in control of the Company does not occur
within one year after the potential change in control of the
Company, the Company may reclaim the assets transferred to the
trustee or trustees subject to the requirement that it be
again funded upon the occurrence of another potential change
in control of the Company.
(b) Upon a change in control of the Company, the assets
of the Deferred Compensation and Benefits Trust shall be used
to pay benefits under this Agreement, except to the extent
such benefits are paid by the Company, and the Company and any
successor shall continue to be liable for the ultimate payment
of those benefits.
(c) The Deferred Compensation and Benefits Trust will be
terminated upon the exhaustion of the trust assets or upon
payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust shall
contain other appropriate terms and conditions consistent with
the purposes sought to be accomplished by it. Prior to a
change in control of the Company, the Deferred Compensation
and Benefits Trust may be amended from time to time by the
Company, but no such amendment may substantially alter any of
the provisions set out in the preceding paragraphs.
7. Successors; Binding Agreement.
A. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succes-
sion had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any
such succession shall be a breach of this Agreement and shall
entitle you to compensation from the Company in the same
amount and on the same terms as you would be entitled here-
under if you terminate your employment for Good Reason, except
that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed
the Date of Termination. As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of
law, or otherwise.
B. This Agreement shall inure to the benefit of
and be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees,
devisees and legatees. If you should die while any amount
would still be payable to you hereunder if you had continued
to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement
to your devisee, legatee or other designee or if there is no
such designee, to your estate.
C. Any dispute between you and the Company
regarding this Agreement may be resolved either by binding
arbitration or by judicial proceedings at your sole election,
and the Company agrees to be bound by your election in that
regard.
8. Notice. For the purposes of this Agreement, notices
and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to
the respective addresses set forth on the first page of this
Agreement, provided that all notices to the Company shall be
directed to the attention of the Board with a copy to the
Secretary of the Company, or to such other address as either
party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be
effective only upon receipt.
9. Miscellaneous. No provision of this Agreement may
be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed
by you and such officer as may be designated by the Board. No
waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject
matter hereof have been made by either party which are not
expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement
shall be governed by the laws of the state of Idaho (regard-
less of the law which may be applicable under principles of
conflicts of law). All references to sections of the Exchange
Act or the Code shall be deemed also to refer to any successor
provisions to such sections. If the obligations of the
Company under Section 4 arise prior to the expiration of the
term of this Agreement, such obligations shall survive the
expiration of the term.
10. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
11. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.
12. No Guaranty of Employment. Neither this contract
nor any action taken hereunder shall be construed as giving
you a right to be retained as an employee or an executive
officer of the Company or BCOP.
13. Governing Law. This Agreement shall be
governed by and construed in accordance with Delaware law.
14. Other Benefits. Any payments due to you as provided
herein are in addition to, and not in lieu of, any amounts to
which you may be entitled under any other employee benefit
plan, program or policy of the Company.
If this letter correctly sets forth our agreement on the
subject matter hereof, kindly sign and return to the Company
the enclosed copy of this letter which will then constitute
our agreement on this subject.
Sincerely,
BOISE CASCADE CORPORATION
By___________________________
Alice E. Hennessey
Senior Vice President
Corporate Relations and
Human Resources
Agreed to this [ ] day
of [ ],
______________________________
[Name of Officer]
Enclosure
H701110B.HP2
AMENDMENT No. 3
This Amendment No. 3 to the Trust Agreement between Boise
Cascade Corporation and American National Bank and Trust Company
of Chicago dated November 2, 1987, as amended and restated as of
December 1, 1988, and as further amended December 15, 1988, and
June 30, 1989 (the "Trust Agreement"), is effective the 7th day
of December, 1995, and amends the Trust Agreement as follows:
In accordance with Section 1.01 of Article I, The Plans, of
the Trust Agreement, the following plans and agreements of Boise
Cascade Corporation, in the form attached hereto and as they may
be amended hereafter from time to time, are hereby made subject
to the Trust Agreement and are added to Exhibit A thereto:
1. Split-Dollar Life Insurance Plan
(Exhibit A(b)(2))
2. Supplemental Pension Plan (replacing the Boise Cascade
Corporation Supplemental Retirement Policy)
(Exhibit A(k))
3. 1995 Executive Officer Deferred Compensation Plan
(Exhibit A(l))
4. 1995 Key Executive Deferred Compensation Plan
(Exhibit A(m))
5. 1995 Board of Directors Deferred Compensation Plan
(Exhibit A(n))
6. Key Executive Performance Plan for Key Executives/Key
Managers (Exhibit A(o))
Sections 3.01 and 3.02 of Article III, Change in Control, of
the Trust Agreement, are revised to read as follows:
SECTION 3.01 Definition of Potential Change in
Control. For purposes of this Trust, a "Potential
Change in Control" shall be deemed to have occurred if
(i) the Company enters into an agreement, the
consummation of which would result in the occurrence of
a Change in Control of the Company; (ii) the Company or
any Person publicly announces an intention to take or
to consider taking actions which if consummated would
constitute a Change in Control of the Company;
(iii) any Person becomes the Beneficial Owner, directly
or indirectly, of securities of the Company
representing 9.5% or more of either the then
outstanding shares of common stock of the Company or
the combined voting power of the Company's then
outstanding securities; or (iv) the Board adopts a
resolution to the effect that a Potential Change in
Control of the Company has occurred.
SECTION 3.02 Definition of Change in Control.
For purposes of this Trust, a "Change in Control" shall
mean a Change in Control of a nature that would be
required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange
Act"), or any successor provisions, whether or not the
Company is then subject to such reporting requirement;
provided that, without limitation, such a Change in
Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the
Company (not including in the securities beneficially
owned by such Person any securities acquired directly
from the Company or its affiliates other than in
connection with the acquisition by the Company or its
affiliates of a business) representing 20% or more of
either the then outstanding shares of common stock of
the Company or the combined voting power of the
Company's then outstanding securities; or
(b) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of
directors then serving: individuals who, on the date
hereof, constitute the Board and any new director
(other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a
consent solicitation, relating to the election of
directors of the Company) whose appointment or election
by the Board or nomination for election by the
Company's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in
office who either were directors on the date hereof or
whose appointment, election, or nomination for election
was previously so approved (the "Continuing
Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation or approve the issuance of voting
securities of the Company in connection with a merger
or consolidation of the Company (or any direct or
indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than
(i) a merger or consolidation which would result in the
voting securities of the Company outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an
employee benefit plan of the Company, at least 66 2/3%
of the combined voting power of the voting securities
of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the
securities Beneficially Owned by such Person any
securities acquired directly from the Company or its
subsidiaries other than in connection with the
acquisition by the Company or its subsidiaries of a
business) representing 20% or more of either the then
outstanding shares of common stock of the Company or
the combined voting power of the Company's then
outstanding securities; or
(d) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the
Company or an agreement for the sale or disposition by
the Company of all or substantially all of the
Company's assets, other than a sale or disposition by
the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the
combined voting power of the voting securities of which
are owned by Persons in substantially the same
proportions as their ownership of the Company
immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a Change
in Control of the Company (a "Transaction") shall not
constitute a Change in Control of the Company if, in
connection with the Transaction, a Participant
participates as an equity investor in the acquiring
entity or any of its affiliates (the "Acquiror"). For
purposes of the preceding sentence, a Participant shall
not be deemed to have participated as an equity
investor in the Acquiror by virtue of (i) obtaining
beneficial ownership of any equity interest in the
Acquiror as a result of the grant to a Participant of
an incentive compensation award under one or more
incentive plans of the Acquiror (including but not
limited to the conversion in connection with the
Transaction of incentive compensation awards of the
Company into incentive compensation awards of the
Acquiror), on terms and conditions substantially
equivalent to those applicable to other executives of
the Company immediately prior to the Transaction, after
taking into account normal differences attributable to
job responsibilities, title and the like,
(ii) obtaining beneficial ownership of any equity
interest in the Acquiror on terms and conditions
substantially equivalent to those obtained in the
Transaction by all other stockholders of the Company,
or (iii) having obtained an incidental equity ownership
in the Acquiror prior to and not in anticipation of the
Transaction.
Sections 3.04 and 3.05 are hereby added to Article III,
Change in Control, of the Trust Agreement, as follows:
SECTION 3.04 Definition of Beneficial Owner.
For purposes of this Article III, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
SECTION 3.05 Definition of Person. For purposes
of this Article III, "Person" shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company
or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit
plan of the Company or any of its subsidiaries,
(iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
In witness whereof, the parties have executed this Amendment
No. 3 as of the date first written above.
BOISE CASCADE CORPORATION AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By__________________________ By__________________________
John W. Holleran Title_______________________
Vice President and
General Counsel
BOISE CASCADE CORPORATION
DIRECTOR STOCK COMPENSATION PLAN
As Amended Through December 7, 1995
BOISE CASCADE CORPORATION
DIRECTOR STOCK COMPENSATION PLAN
1. PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose. The purpose of the Director Stock
Compensation Plan (the "Plan") of Boise Cascade Corporation
(the "Company") is to encourage ownership of the Company's
common stock by its nonemployee directors.
1.2 Administration. This Plan shall be administered by
the Executive Compensation Committee (the "Committee") of the
Board of Directors of the Company. The Committee shall have
full authority to administer this Plan, including authority to
interpret and construe any provision of this Plan and to adopt
such rules for administrating this Plan as it may deem neces-
sary or appropriate. Decisions of the Committee shall be final
and binding on all persons who have an interest in this Plan.
1.3 Participation in the Plan. Directors of the Company
who are not employees of the Company or any of its subsidiaries
are eligible to participate in this Plan.
2. STOCK SUBJECT TO THE PLAN
2.1 Number of Shares. The maximum number of shares of
the Company's $2.50 par value Common Stock ("Common Stock" or
"Shares") which may be issued pursuant to options granted under
this Plan shall be one hundred thousand (100,000) Shares,
subject to adjustment as provided in Section 4.4.
2.2 Nonexercised Shares. If any outstanding option under
this Plan for any reason expires or is terminated without
having been exercised in full, the Shares allocable to the
unexercised portion of the option shall again become available
for issuance under options granted pursuant to this Plan.
2.3 Share Issuance. Upon the exercise of an option, the
Company may issue new Shares or reissue Shares previously
repurchased by or on behalf of the Company.
3. OPTIONS
3.1 Option Grant Dates. Options shall be granted
automatically to each participating director on December 31 of
each year (or, if December 31 is not a business day, on the
immediately preceding business day) (the "Grant Date").
3.2 Option Price. The purchase price per share for the
Shares covered by each option shall be $2.50 (the "Option
Price").
3.3 Number of Option Shares. The number of Shares
subject to options granted to each participating director on
each Grant Date will be the aggregate number of Shares
determined by the following formulas:
3.3.1 Elected Portion of Annual Retainer and Meeting
Fee Shares. The number of option Shares equal to the nearest
whole number determined by the following formula:
Elected Portion of Annual Retainer Number
and Meeting Fees = of
(Fair Market Value - $2.50) Option Shares
3.3.2 Dividend Equivalent Shares. The number of
option Shares equal to the nearest whole number determined by
the following formula:
Dividend Equivalent = Number of
(Fair Market Value - $2.50) Option Shares
3.3.3 Definitions. For purposes of determining the
number of Shares granted under this Section 3.3, the following
definitions will apply:
3.3.3.1 "Annual Retainer." The dollar amount
of compensation paid to eligible directors each year which is
identified by the Company as an annual retainer.
3.3.3.2 "Meeting Fees." The amount of
compensation, in excess of the Annual Retainer, paid to
eligible directors for their services as directors of the
Company, including but not limited to fees earned for service
as committee chairpersons and for meeting participation, but
excluding amounts paid as reimbursement for actual expenses.
3.3.3.3 "Dividend Equivalent." The aggregate
dollar value, determined each year, equal to the product of
(i) the number of Shares subject to options held by a director
pursuant to this Plan on each respective Record Date during the
year plus one-half the number of Shares to be granted under
Sections 3.3.1 and 3.3.2 for the year in which this calculation
is being made, multiplied by (ii) the value of the dividend per
Share paid by the Company for each respective Record Date.
3.3.3.4 "Elected Portion of Annual Retainer
and Meeting Fees." A dollar amount determined each year for
each director equal to the dollar amount of both the percentage
of the Annual Retainer, if any, and the percentage of Meeting
Fees, if any, which the director has irrevocably elected, in
writing, to have paid in the form of options granted under this
Plan. This written election must be received by the secretary
of the Company on or before December 31 of each year and shall
specify a percentage, up to 100%, of the director's Annual
Retainer and a percentage, up to 100%, of the director's
Meeting Fees for the following year to be paid in the form of
options under this Plan; provided, however, that in the initial
year of the Plan's operation a director's written election must
be received by the secretary of the Company on or before
February 28, 1992, and shall be effective only for Annual
Retainer and Meeting Fee amounts earned during the period
April 1, 1992, through December 31, 1992. Eligible directors
initially elected or appointed to office as directors of the
Company after adoption of this plan may make a written election
under this paragraph within 30 days following their initial
election or appointment to office, which election shall be
effective for Annual Retainer and Meeting Fee amounts earned
during the calendar year of their initial election or
appointment to office.
3.3.3.5 "Fair Market Value." The closing
price for Shares on July 31 as reported on The New York Stock
Exchange Composite Tape or, if the New York Stock Exchange is
not open for trading on July 31, on the immediately preceding
trading day (the "Valuation Date").
3.3.3.6 "Record Date." Each date declared as
a record date by the Board of Directors for the purpose of
determining shareholders eligible to receive a dividend to be
paid on Shares.
3.4 Director Terminations. If a director participating
in this Plan retires, resigns, dies, or otherwise terminates
his or her position on the Company's Board of Directors, on
December 31 of the year in which the termination occurs the
director shall be granted an option for Shares under this Plan
equal in value to (i) the Elected Portion of Annual Retainer
and Meeting Fees and (ii) the Dividend Equivalent. For
purposes of this Section 3.4, the amount of the Annual Retainer
shall be prorated through the date of termination.
3.5 Written Agreements. Each grant of an option under
this Plan shall be evidenced by a written agreement, which
shall comply with and be subject to the terms and conditions
contained in this Plan.
3.6 Nonstatutory Stock Options. Options granted under
this Plan shall not be entitled to special tax treatment under
Section 422A of the Internal Revenue Code of 1986.
3.7 Period of Option. No option may be exercised within
six months of its Grant Date, provided, however, that options
held by a director shall be immediately exercisable upon
(i) that director's retirement because of age, disability, or
death, or (ii) the occurrence of any of the events described in
Section 3.11, [recognizing that Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Act"), may limit a
director's ability to resell the Shares acquired upon the
exercise until six months after the Grant Date]. No option
shall be exercisable after expiration of three years from the
date upon which the option holder terminates his or her
position as a director of the Company.
3.8 Exercise of Options. Options may be exercised only
by written notice to the secretary of the Company and payment
of the exercise price in (i) cash, (ii) Shares (a director may
surrender one or more Shares in the exercise of an Option with
instructions to resurrender any Shares acquired upon exercise
in one or more successive, simultaneous exercises until Options
covering the number of specified Shares have been exercised),
(iii) a loan from the Company, or (iv) delivery of an
irrevocable written notice instructing the Company to deliver
the Shares being purchased to a broker, subject to the broker's
written guarantee to deliver cash to the Company, in each case
equal to the full consideration of the Option Price for the
Shares which are being exercised. Options may be exercised in
whole or in part.
3.9 Options Nontransferable. Each option granted under
this Plan shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986, as amended, or Title I of
the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations thereunder. No option
granted under this Plan, or any interest therein, may be
otherwise transferred, assigned, pledged, or hypothecated by
the director to which the option was granted during his or her
lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment, or similar process.
3.10 Exercise by Representative Following Death of
Director. A director, by written notice to the Company, may
designate one or more persons (and from time to time change
such designation), including his or her legal representative,
who, by reason of the director's death, shall acquire the right
to exercise all or a portion of an option granted under this
Plan. Any exercise by a representative shall be subject to the
provisions of this Plan.
3.11 Acceleration of Stock Options. Notwithstanding
Section 3.7, if, while unexercised options remain outstanding
hereunder:
(a) Any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its
affiliates other than in connection with the acquisition by the
Company or its affiliates of a business) representing 20% or
more of either the then outstanding shares of common stock of
the Company or the combined voting power of the Company's then
outstanding securities; or
(b) The following individuals cease for any reason
to constitute at least 66 2/3% of the number of directors then
serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the direc-
tors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for
election was previously so approved (the "Continuing
Directors"); or
(c) The stockholders of the Company approve a merger
or consolidation of the Company with any other corporation or
approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or
any direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at
least 66 2/3% of the combined voting power of the voting
securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such
Person any securities acquired directly from the Company or its
subsidiaries other than in connection with the acquisition by
the Company or its subsidiaries of a business) representing 20%
or more of either the then outstanding shares of common stock
of the Company or the combined voting power of the Company's
then outstanding securities; or
(d) The stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their
ownership of the Company immediately prior to such sale;
then from and after the date on which any such event described
in paragraphs (a) through (d) above occurs (which shall
constitute a "change in control" of the Company), all options
previously granted under this Plan shall be immediately
exercisable in full.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a change in
control of the Company (a "Transaction") shall not constitute a
change in control of the Company if, in connection with the
Transaction, a Participant participates as an equity investor
in the acquiring entity or any of its affiliates (the
"Acquiror"). For purposes of the preceding sentence, a
Participant shall not be deemed to have participated as an
equity investor in the Acquiror by virtue of (i) obtaining
beneficial ownership of any equity interest in the Acquiror as
a result of the grant to a Participant of an incentive
compensation award under one or more incentive plans of the
Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation
awards of the Company into incentive compensation awards of the
Acquiror), on terms and conditions substantially equivalent to
those applicable to other executives of the Company immediately
prior to the Transaction, after taking into account normal
differences attributable to job responsibilities, title and the
like, (ii) obtaining beneficial ownership of any equity
interest in the Acquiror on terms and conditions substantially
equivalent to those obtained in the Transaction by all other
stockholders of the Company, or (iii) having obtained an
incidental equity ownership in the Acquiror prior to and not in
anticipation of the Transaction.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
4. GENERAL PROVISIONS
4.1 Effective Date of This Plan. This Plan shall be
effective January 1, 1992, subject to approval by the share-
holders of the Company. Options may be granted under this Plan
only after shareholder approval of this Plan. Directors may
give written notice pursuant to Section 3.3.4.4 any time after
December 1, 1991.
4.2 Duration of This Plan. This Plan shall remain in
effect until all Shares subject to option grants have been
purchased or all unexercised options have expired. Notwith-
standing the foregoing, no options may be granted pursuant to
this Plan on or after the tenth anniversary of this Plan's
effective date.
4.3 Amendment of This Plan. The Committee may suspend or
discontinue this Plan or revise or amend it in any respect,
provided, however, that without approval of a majority of the
Company's shareholders no revision or amendment shall
(i) change the number of Shares subject to this Plan (except as
provided in Section 4.4), (ii) change the designation of the
class of directors eligible to participate in the Plan,
(iii) change the formulas to determine the amount, price, or
timing for the grants, or (iv) materially increase the benefits
accruing to participants under this Plan. Moreover, in no
event may these Plan provisions be amended more than once every
six months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or
the rules and regulations thereunder. No amendment, modifica-
tion, or termination of this Plan shall in any manner adversely
affect the rights of directors holding options granted under
this Plan without their consent.
4.4 Changes in Shares. In the event of any merger, con-
solidation, reorganization, recapitalization, stock dividend,
stock split, or other change in the corporate structure or
capitalization affecting the Shares, appropriate adjustment
shall be made in the number (including the aggregate numbers
specified in Section 2.1) and kind of Shares or other
securities which are or may become subject to options granted
under this Plan prior to and subsequent to the date of the
change.
4.5 Limitation of Rights.
4.5.1 No Right to Continue as a Director. Neither
this Plan, nor the granting of an option under this Plan, nor
any other action taken pursuant to this Plan shall constitute
or be evidence of any agreement or understanding, express or
implied, that the Company will retain a director for any period
of time, or at any particular rate of compensation.
4.5.2 No Shareholders' Rights for Options. An
optionee shall have no rights as a shareholder with respect to
the Shares covered by his or her options until the date of the
issuance to him or her of a stock certificate therefor.
4.6 Assignments. The rights and benefits under this Plan
may not be assigned except as provided in Sections 3.9 and
3.10.
4.7 Notice. Any written notice to the Company required
by any of the provisions of this Plan shall be addressed to the
secretary of the Company and shall become effective when it is
received.
4.8 Shareholder Approval and Registration Statement.
This Plan shall be approved by the Board of Directors and
submitted to the Company's shareholders for approval. Direc-
tors may elect to participate in this Plan prior to shareholder
approval and prior to filing (and effectiveness of) a registra-
tion statement with the Securities and Exchange Commission
covering the Shares to be issued upon the exercise of options.
Any options granted under this Plan prior to effectiveness of
the registration statement shall not be exercisable until, and
are expressly conditional upon, the effectiveness of a
registration statement covering the Shares.
4.9 Governing Law. This Plan and all determinations made
and actions taken pursuant hereto shall be governed by and
construed in accordance with the laws of the state of Delaware.
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
As Amended Through December 7, 1995
BOISE CASCADE CORPORATION
DIRECTOR STOCK OPTION PLAN
1. PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose. The purpose of the Boise Cascade
Corporation Director Stock Option Plan (the "Plan") is to
encourage ownership of the Company's common stock by its
nonemployee directors.
1.2 Administration. This Plan shall be administered by
the Executive Compensation Committee (the "Committee") of the
Board of Directors of the Company. The Committee shall have
full authority to administer this Plan, including authority to
interpret and construe any provision of this Plan and to adopt
such rules for administration of this Plan as it may deem
necessary or appropriate. Decisions of the Committee shall be
final and binding on all persons who have an interest in this
Plan.
1.3 Participation in the Plan. Individuals who are
directors of the Company as of each January 1, and who are not
employees of the Company or any of its subsidiaries, are
eligible to receive grants of options in that calendar year in
accordance with Section 3.1 of this Plan ("Eligible
Directors").
2. STOCK SUBJECT TO THE PLAN
2.1 Number of Shares. The maximum number of shares of
the Company's $2.50 par value Common Stock ("Common Stock" or
"Shares") which may be issued pursuant to options granted under
this Plan shall be one hundred thousand Shares, subject to
adjustment as provided in Section 4.4.
2.2 Nonexercised Shares. If any outstanding option under
this Plan for any reason expires or is terminated without
having been exercised in full, the Shares allocable to the
unexercised portion of the option shall again become available
for issuance under options granted pursuant to this Plan.
2.3 Share Issuance. Upon the exercise of an option, the
Company may issue new Shares or reissue Shares previously
repurchased by or on behalf of the Company.
3. OPTIONS
3.1 Option Grant Dates. Options shall be granted
automatically to each Eligible Director on July 31 of each year
(or, if July 31 is not a business day, on the immediately
preceding trading day) (the "Grant Date"). Any nonemployee
director first elected as a director after January 1 but prior
to December 31 in any year shall be granted an option covering
the same number of shares as options granted to Eligible
Directors on the Grant Date for that calendar year. The Grant
Date for an option granted to a newly-elected director
hereunder shall be the later of July 31 or the date of such
director's election to the board, and the Option Price of such
option shall be determined as of such Grant Date.
3.2 Option Price. The purchase price per share for the
Shares covered by each option shall be the closing price for a
share of Common Stock as reported on the composite tape by the
New York Stock Exchange on the Grant Date (the "Option Price").
3.3 Number of Option Shares. The number of Shares
subject to options granted to each participating director on
each Grant Date will be 1,000. The board of directors may
increase or decrease this number, not more frequently than once
each year, by action taken at least six months prior to the
Grant Date for which such increase or decrease is effective.
3.4 Director Terminations. If a director participating
in this Plan retires, resigns, dies, or otherwise terminates
his or her position on the Company's Board of Directors prior
to January 1 of any year, he or she shall not be eligible to
receive a grant of an option in the year immediately following
the year in which he or she so terminates.
3.5 Written Documentation. Each grant of an option under
this Plan shall be evidenced in writing, which shall comply
with and be subject to the terms and conditions contained in
this Plan.
3.6 Nonstatutory Stock Options. Options granted under
this Plan shall not be entitled to special tax treatment under
Section 422A of the Internal Revenue Code of 1986.
3.7 Period of Option. Options may be exercised 12 months
after their Grant Date, provided, however, that options held by
a director shall be immediately exercisable upon the occurrence
of any of the events described in Section 3.11, recognizing
that Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Act"), may limit a director's ability to resell
the Shares acquired upon the exercise until six months after
the Grant Date. No option shall be exercisable after the
earlier to occur of (a) three years from the date upon which
the option holder terminates his or her position as a director
of the Company or (b) ten years from the option's Grant Date.
3.8 Exercise of Options. Options may be exercised only
by written notice to the secretary of the Company and payment
of the exercise price in (i) cash, (ii) Shares, (iii) a loan
from the Company, or (iv) delivery of an irrevocable written
notice instructing the Company to deliver the Shares being
purchased to a broker selected by the Company, subject to the
broker's written guarantee to deliver cash to the Company, in
each case equal to the full consideration of the Option Price
for the Shares which are being exercised. Options may be
exercised in whole or in part.
3.9 Options Nontransferable. Each option granted under
this Plan shall not be transferable by the optionee other than
by will or by the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or Title I of the
Employee Retirement Income Security Act of 1974, as amended,
and the rules and regulations thereunder. No option granted
under this Plan, or any interest therein, may be otherwise
transferred, assigned, pledged, or hypothecated by the director
to which the option was granted during his or her lifetime,
whether by operation of law or otherwise, or be made subject to
execution, attachment, or similar process.
3.10 Exercise by Representative Following Death of
Director. A director, by written notice to the Company, may
designate one or more persons (and from time to time change
such designation), including his or her legal representative,
who, by reason of the director's death, shall acquire the right
to exercise all or a portion of an option granted under this
Plan. Any exercise by a representative shall be subject to the
provisions of this Plan.
3.11 Acceleration of Stock Options. Notwithstanding
Section 3.7, if, while unexercised options remain outstanding
hereunder:
(a) Any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its
affiliates other than in connection with the acquisition by the
Company or its affiliates of a business) representing 20% or
more of either the then outstanding shares of common stock of
the Company or the combined voting power of the Company's then
outstanding securities; or
(b) The following individuals cease for any reason
to constitute at least 66 2/3% of the number of directors then
serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the direc-
tors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for
election was previously so approved (the "Continuing
Directors"); or
(c) The stockholders of the Company approve a merger
or consolidation of the Company with any other corporation or
approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or
any direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at
least 66 2/3% of the combined voting power of the voting
securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar trans-
action) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not
including in the securities Beneficially Owned by such Person
any securities acquired directly from the Company or its
subsidiaries other than in connection with the acquisition by
the Company or its subsidiaries of a business) representing 20%
or more of either the then outstanding shares of common stock
of the Company or the combined voting power of the Company's
then outstanding securities; or
(d) The stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their
ownership of the Company immediately prior to such sale;
then from and after the date on which any such event described
in paragraphs (a) through (d) above occurs (which shall
constitute a "change in control" of the Company), all options
previously granted under this Plan shall be immediately
exercisable in full.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a change in
control of the Company (a "Transaction") shall not constitute a
change in control of the Company if, in connection with the
Transaction, a Participant participates as an equity investor
in the acquiring entity or any of its affiliates (the
"Acquiror"). For purposes of the preceding sentence, a
Participant shall not be deemed to have participated as an
equity investor in the Acquiror by virtue of (i) obtaining
beneficial ownership of any equity interest in the Acquiror as
a result of the grant to a Participant of an incentive
compensation award under one or more incentive plans of the
Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation
awards of the Company into incentive compensation awards of the
Acquiror), on terms and conditions substantially equivalent to
those applicable to other executives of the Company immediately
prior to the Transaction, after taking into account normal
differences attributable to job responsibilities, title and the
like, (ii) obtaining beneficial ownership of any equity
interest in the Acquiror on terms and conditions substantially
equivalent to those obtained in the Transaction by all other
stockholders of the Company, or (iii) having obtained an
incidental equity ownership in the Acquiror prior to and not in
anticipation of the Transaction.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
4. GENERAL PROVISIONS
4.1 Effective Date of This Plan. This Plan shall be
effective December 16, 1994, subject to approval by the share-
holders of the Company. Options may be granted under this Plan
only after shareholder approval of this Plan.
4.2 Duration of This Plan. This Plan shall remain in
effect until all Shares subject to option grants have been pur-
chased or all unexercised options have expired. Notwithstand-
ing the foregoing, no options may be granted pursuant to this
Plan on or after the tenth anniversary of this Plan's effective
date.
4.3 Amendment of This Plan. The board of directors may
suspend or discontinue this Plan or revise or amend it in any
respect, provided, however, that without approval of a majority
of the Company's shareholders no revision or amendment shall
(i) change the number of Shares subject to this Plan (except as
provided in Section 4.4), (ii) change the designation of the
class of directors eligible to participate in the Plan,
(iii) change the exercise price of the options, or
(iv) materially increase the benefits accruing to participants
under or the cost of this Plan to the Company. Moreover, in no
event may Plan provisions be amended more than once every six
months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or
the rules and regulations thereunder. No amendment, modifica-
tion, or termination of this Plan shall in any manner adversely
affect the rights of any director holding options granted under
this Plan without his or her consent.
4.4 Changes in Shares. In the event of any merger,
consolidation, reorganization, recapitalization, stock
dividend, stock split, or other change in the corporate struc-
ture or capitalization affecting the Shares, appropriate
adjustment shall be made in the number (including the aggregate
numbers specified in Section 2.1) and kind of Shares or other
securities which are or may become subject to options granted
under this Plan prior to and subsequent to the date of the
change.
4.5 Limitation of Rights.
4.5.1 No Right to Continue as a Director. Neither
this Plan, nor the granting of an option under this Plan, nor
any other action taken pursuant to this Plan shall constitute
or be evidence of any agreement or understanding, express or
implied, that the Company will retain a director for any period
of time, or at any particular rate of compensation.
4.5.2 No Shareholders' Rights for Options. An
optionee shall have no rights as a shareholder with respect to
the Shares covered by his or her options until the date of the
issuance to him or her of a stock certificate therefor.
4.6 Assignments. The rights and benefits under this Plan
may not be assigned except as provided in Sections 3.9
and 3.10.
4.7 Notice. Any written notice to the Company required
by any of the provisions of this Plan shall be addressed to the
secretary of the Company and shall become effective when it is
received.
4.8 Shareholder Approval and Registration Statement.
This Plan shall be approved by the Board of Directors and
submitted to the Company's shareholders for approval. Any
options granted under this Plan prior to effectiveness of a
registration statement filed with the Securities and Exchange
Commission covering the Shares to be issued hereunder shall not
be exercisable until, and are expressly conditional upon, the
effectiveness of a registration statement covering the Shares.
4.9 Governing Law. This Plan and all determinations made
and actions taken pursuant hereto shall be governed by and
construed in accordance with the laws of the state of Delaware.
BOISE CASCADE CORPORATION
1995 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
(Effective January 1, 1996)
BOISE CASCADE CORPORATION
1995 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the Boise
Cascade Corporation 1995 Executive Officer Deferred
Compensation Plan (the "Plan") is to further the growth and
development of Boise Cascade Corporation (the "Company") by
providing executive officers of the Company the opportunity to
defer a portion of their compensation and thereby encourage
their productive efforts on behalf of the Company. The Plan
is also intended to provide Participants with an opportunity
to supplement their retirement income through deferral of
current compensation. The Plan is an unfunded plan providing
deferred compensation to a select group of senior management
or highly compensated employees of the Company.
2. Definitions.
2.1 Account Accumulation Rate. The rate of imputed
interest which shall be applied to Participants' Deferred
Accounts. This rate shall be equal to Moody's Times 130%
during (i) the period of time the Participant is employed by
the Company or any of its subsidiaries, and (ii) during the
period following the Participant's Termination of Employment,
provided that at the time of such Termination of Employment
the Participant (i) satisfies the Rule of 70 or (ii) has
attained age 55 and has ten or more Years of Service. With
respect to any time period not included in the foregoing, the
Account Accumulation Rate applicable to a Participant's
Deferred Account shall be equal to Moody's.
2.2 Compensation. A Participant's salary,
commission, bonus, and other payments for personal services
rendered by a Participant to the Company during a calendar
year, determined prior to giving effect to any deferral
election under this Plan or any incentive compensation plan
sponsored by the Company. Compensation shall not include any
amounts paid by the Company to a Participant that are not
strictly in consideration for personal services, such as
expense reimbursement, cost-of-living allowance, education
allowance, premium on excess group life insurance, or any
Company contribution to the Pension Plan or any savings or
401(k) plan sponsored by the Company; the fact that an amount
constitutes taxable income to the Participant shall not be
controlling for this purpose. Compensation shall not include
any taxable income realized by, or payments made to, an
employee as a result of the grant or exercise of an option to
acquire stock of the Company or as a result of the disposition
of such stock, and shall not include compensation resulting
from any stock option, stock bonus, restricted stock, phantom
stock or similar long-term incentive plan.
2.3 Competitor. Any business, foreign or domestic,
which is engaged, at any time relevant to the provisions of
this Plan, in the manufacture, sale, or distribution of
products, or in the providing of services, in competition with
products manufactured, sold or distributed, or services
provided, by the Company. The determination of whether an
entity is a competitor of the Company shall be made by the
Company's General Counsel, in his or her sole and absolute
discretion.
2.4 Deferred Account. The record on the Company's
books of the cumulative amount of (i) a Participant's
compensation deferred pursuant to this Plan, plus (ii) imputed
interest on such deferred amounts accrued as provided in
Section 5.1.
2.5 Deferred Compensation Agreement. A written
agreement between a Participant and the Company, whereby a
Participant agrees to defer a portion of his or her
Compensation pursuant to the provisions of the Plan, and the
Company agrees to make benefit payments in accordance with the
provisions of the Plan.
2.6 Deferred Compensation and Benefits Trust. The
irrevocable trust established by the Company with an
independent trustee for the benefit of persons entitled to
receive payments or benefits hereunder, the assets of which
trust will be subject to claims of the Company's creditors in
the event of bankruptcy or insolvency.
The Deferred Compensation and Benefits Trust
shall contain the following provisions:
a. If a Change in Control of the Company does
not occur within one year after the Potential Change in
Control, the Company may reclaim the assets transferred to the
trustee subject to the requirement that it be again funded
upon the occurrence of another Potential Change in Control.
b. Upon a Change in Control, the assets of
the Deferred Compensation and Benefits Trust shall be used to
pay benefits under this Plan, except to the extent such
benefits are paid by the Company, and the Company and any
successor shall continue to be liable for the ultimate payment
of those benefits.
c. The Deferred Compensation and Benefits
Trust will be terminated upon the exhaustion of the trust
assets or upon payment of all the Company's obligations.
d. The Deferred Compensation and Benefits
Trust shall contain other appropriate terms and conditions
consistent with the purposes sought to be accomplished by it.
Prior to a Change in Control, the Deferred Compensation and
Benefits Trust may be amended from time to time by the
Company, but no such amendment may substantially alter any of
the provisions set out in the preceding paragraphs.
e. A "Potential Change in Control of the
Company" shall be deemed to have occurred if (i) the Company
enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control of the
Company; (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which if
consummated would constitute a Change in Control of the
Company; (iii) any Person becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
representing 9.5% or more of either the then outstanding
shares of common stock of the Company or the combined voting
power of the Company's then outstanding securities; or
(iv) the Board adopts a resolution to the effect that a
Potential Change in Control of the Company for purposes of
this Agreement has occurred.
f. A "Change in Control" shall mean a Change
in Control of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), or any successor provisions, whether
or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change
in Control shall be deemed to have occurred if:
(i) Any Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities beneficially owned by
such Person any securities acquired directly from the Company
or its affiliates other than in connection with the
acquisition by the Company or its affiliates of a business)
representing 20% or more of either the then outstanding shares
of common stock of the Company or the combined voting power of
the Company's then outstanding securities; or
(ii) The following individuals cease for
any reason to constitute at least 66 2/3% of the number of
directors then serving: individuals who, on the date hereof,
constitute the Board and any new director (other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or
election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either
were directors on the date hereof or whose appointment,
election, or nomination for election was previously so
approved (the "Continuing Directors"); or
(iii) The stockholders of the Company
approve a merger or consolidation of the Company with any
other corporation or approve the issuance of voting securities
of the Company in connection with a merger or consolidation of
the Company (or any direct or indirect subsidiary of the
Company) pursuant to applicable stock exchange requirements,
other than (a) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, at least 66 2/3% of the combined voting
power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (b) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company or its subsidiaries other than in
connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding
securities; or
(iv) The stockholders of the Company
approve a plan of complete liquidation or dissolution of the
Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at
least 66 2/3% of the combined voting power of the voting
securities of which are owned by Persons in substantially the
same proportions as their ownership of the Company immediately
prior to such sale.
Notwithstanding the foregoing, any event
or transaction which would otherwise constitute a change in
control of the Company (a "Transaction") shall not constitute
a change in control of the Company if, in connection with the
Transaction, a Participant participates as an equity investor
in the acquiring entity or any of its affiliates (the
"Acquiror"). For purposes of the preceding sentence, a
Participant shall not be deemed to have participated as an
equity investor in the Acquiror by virtue of (a) obtaining
beneficial ownership of any equity interest in the Acquiror as
a result of the grant to a Participant of an incentive
compensation award under one or more incentive plans of the
Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation
awards of the Company into incentive compensation awards of
the Acquiror), on terms and conditions substantially
equivalent to those applicable to other executives of the
Company immediately prior to the Transaction, after taking
into account normal differences attributable to job
responsibilities, title and the like, (b) obtaining beneficial
ownership of any equity interest in the Acquiror on terms and
conditions substantially equivalent to those obtained in the
Transaction by all other stockholders of the Company, or
(c) having obtained an incidental equity ownership in the
Acquiror prior to and not in anticipation of the Transaction.
For purposes of this section, "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.7 Early Retirement Date. The date of a
Participant's Termination of Employment for reasons other than
death or Disability (as defined in the Pension Plan), prior to
attainment of age 65 but subsequent to attaining age 55, and
after completing ten Years of Service with the Company.
2.8 Executive Officer. Executive Officers of the
Company required to be identified as such in the Company's
Annual Report on Form 10-K as filed with the Securities
Exchange Commission.
2.9 Moody's. An annualized rate of interest equal
to Moody's Composite Average of Yields on Corporate Bonds as
determined from Moody's Bond Record published by Moody's
Investor's Service, Inc. (or any successor thereto) or, if
such monthly report is no longer published, a substantially
similar rate determined in a manner determined to be
appropriate by the Company in its sole discretion. The rate
to be applied for purposes of this Plan shall be based, for
any given month, on the published rate for the immediately
preceding calendar month.
2.10 Moody's Times 130%. An annualized rate of
interest equal to 130% times Moody's Composite Average of
Yields on Corporate Bonds as determined from Moody's Bond
Record published by Moody's Investor's Service, Inc. (or any
successor thereto), or, if such monthly report is no longer
published, a substantially similar rate selected by the
Company in its sole discretion. The rate to be applied for
purposes of this Plan shall be based, for any given month, on
such published rate for the immediately preceding calendar
month.
2.11 Normal Retirement Date. The first day of the
month coincident with or next following a Participant's 65th
birthday.
2.12 Participant. An Executive Officer who has
entered into a written Deferred Compensation Agreement with
the Company in accordance with the provisions of the Plan.
2.13 Pension Plan. The Boise Cascade Corporation
Pension Plan for Salaried Employees, as adopted by the Company
and as amended from time to time.
2.14 Rule of 70. The attainment by a Participant of
a number of Years of Service and age which, when added
together, equal or exceed 70.
2.15 Year of Service. A Year of Service as
accumulated under the Pension Plan.
2.16 Termination of Employment. The Participant's
ceasing to be employed by the Company for any reason
whatsoever, whether voluntarily or involuntarily, including by
reason of early retirement, normal retirement, death or
disability (as defined in the Pension Plan), provided that
transfer from the Company to a subsidiary or parent of the
Company shall not be deemed a Termination of Employment for
purposes of this Plan.
3. Administration and Interpretation of the Plan. The
Company, acting through the Executive Compensation Committee
of the board of directors (the "Committee"), shall administer
the Plan. The Committee has sole discretion to interpret the
Plan and all questions that may arise under the Plan,
including but not limited to questions of eligibility, benefit
amount, and interpretation of definitions. The
responsibilities of the Committee may be delegated to the
extent permitted by law to the Company's management or to
third parties. Interpretation of this Plan by the Committee
shall be final and binding upon a Participant. The Committee
may adopt rules and regulations relating to the Plan as it may
deem necessary or advisable for the administration of the
Plan. The Committee may also delegate administrative
responsibilities to advisors or other persons who are not
employees of the Company and may rely upon information or
opinions of legal counsel or experts selected to render advice
with respect to the Plan.
4. Participant Compensation Deferral.
4.1 Compensation Deferral. An Executive Officer
who wishes to participate in the Plan during the period from
January 1, 1996, through December 31, 2000, shall execute a
written Deferred Compensation Agreement in substantially the
form attached hereto as Exhibit A. The amount of annual
Compensation to be deferred shall be in whole percentage
increments as specified in the Deferred Compensation
Agreement. The period during which Compensation is reduced
shall be the calendar years specified in the Deferred
Compensation Agreement. The amount deferred shall result in
corresponding reductions in the Compensation payable to a
Participant.
4.2 Alteration of Compensation Deferral. The
amount of compensation to be deferred, once selected by a
Participant, shall be irrevocable except upon written approval
by the Company. A request to alter the amount of compensation
deferred must be submitted by a Participant in writing to the
Company prior to January 1 of the year for which such
modification is requested and shall detail the reasons for the
modification. If a modification of the deferral amount is
granted by the Company, the modification shall affect only
future years of participation; and all benefits under the Plan
shall be adjusted to reflect the new deferred amount and also
to reflect any costs incurred by the Company to effect the
adjusted benefits payable to the Participant.
4.3 Company Contribution. The Company shall, at
the election of a Participant, contribute to the Participant's
Deferred Account an additional amount equal to 4.2% of the
Participant's Compensation, to be used to provide benefits as
specified in the Deferred Compensation Agreement. If a
Participant elects to have such an amount contributed under
the Deferred Compensation Agreement, the Company shall not
make any matching contribution for such Participant under any
savings or 401(k) plan sponsored or participated in by the
Company.
5. Payment of Deferred Amounts.
5.1 Participant Account. The Company shall
maintain, for each Participant, a record of the Participant's
deferrals by accumulating the amount of his or her deferred
compensation, plus the Company contribution, if any, and each
month the record shall be updated with an imputed monthly rate
of interest equal to the applicable Account Accumulation Rate.
5.2 Plan Benefits Upon Termination of Employment
(Nonretirement). Upon Termination of Employment for reasons
other than death or disability prior to satisfying the Rule of
70 or attaining age 55 with ten or more Years of Service, the
Account Accumulation Rate on such Participant's Deferred
Account shall be adjusted, effective as of the Date of
Termination of Employment, to a rate equal to Moody's. Such
rate shall apply prospectively from the Date of Termination to
all undistributed amounts of the Participant's Deferred
Account.
If a Participant provides services for
remuneration to a Competitor following Termination of
Employment, the Company may, in its sole discretion,
distribute the Participant's account balance in a lump sum in
lieu of any other benefits provided under this Plan. The
Company may, in its discretion, consent to a Participant's
rendering services to a Competitor; and if it does so consent,
it may place whatever limitations it considers appropriate on
the consent. If the Participant breaches the terms of the
consent, the Company may, in its sole discretion, distribute
the Participant's account in a lump sum.
5.3 Plan Benefits Upon Retirement. Upon
Termination of Employment, for reasons other than disability,
after satisfying the Rule of 70 or attaining age 55 with ten
or more Years of Service, a Participant shall be paid his or
her Deferred Account in a lump sum or in equal monthly
installments calculated to distribute his or her Deferred
Account over a period of not more than 15 years. Payments
shall commence on the date and shall be made in the manner
elected by the Participant in the Deferred Compensation
Agreement. Unpaid balances under the installment election
continue to be credited with imputed interest at the
applicable Account Accumulation Rate. If a Participant does
not make an election, his or her account shall be paid out in
monthly installments over 15 years beginning January 1 of the
year following Termination of Employment.
5.4 Hardship Distribution. In the event of serious
and unanticipated financial hardship, a Participant may
request termination of his or her participation in the Plan
and a lump-sum distribution of all or a portion of his or her
account balance. The Participant making a hardship
termination and distribution request under this section shall
document, to the Company's satisfaction, that termination of
participation and distribution of his or her account is
necessary to satisfy an unanticipated, immediate, and serious
financial need, and that the Participant does not have access
to other funds, including proceeds of any loans, sufficient to
satisfy the need. Upon receipt of a request under this
section, the Company may, in its sole discretion, terminate
the Participant's involvement in the Plan and distribute all
or a portion of the Participant's account balance in a lump
sum, to the extent such distribution is necessary to satisfy
the financial need. The Participant shall sign all
documentation requested by the Company relating to any such
distribution, and any Participant whose participation in the
Plan terminates under this paragraph may not resume
participation for a minimum of 12 months following the date of
any distribution.
5.5 Premature Distribution with Penalty.
Notwithstanding any provision in this Plan to the contrary, a
Participant or beneficiary may, at any time, request a single
lump-sum payment of the amount credited to an account or
accounts of the Participant under the Plan. The amount of the
payment shall be equal to (i) the Participant's accumulated
account balance under the Plan as of the payment date, reduced
by (ii) an amount equal to 10% of such accumulated account
balance. This lump-sum payment shall be subject to withholding
of federal, state, and other taxes to the extent applicable.
This request must be made in writing to the Company. The
lump-sum payment shall be made within 30 days of the date on
which the Company received the request for the distribution.
If a request is made under this provision, the Participant
shall not be eligible to participate in any nonqualified
deferred compensation plan maintained by the Company,
including this Plan, for a period of 12 months after such
request is made. In addition, in this event, any deferred
compensation agreement under any nonqualified deferred
compensation plan of the Company shall not be effective with
respect to Compensation payable to the Participant during this
12-month period.
5.6 Distribution Upon Extraordinary Events. In the
event any Participant terminates employment with the Company
as a direct result of the sale or divestiture of a facility,
operating division, or reduction in force in connection with
any reorganization of the Company's operations or staff, such
Participant may request distribution of his or her entire
account balance. Upon receipt of a request for distribution
under this section, the Company may, in its sole discretion,
elect whether to approve or deny the request. If the Company
approves a request under this section, distribution of the
Participant's account shall occur no later than the January 1
of the year following the year during which such Termination
of Employment occurs.
5.7 Small Account Distributions. In the event a
Participant terminates employment with the Company for any
reason and the Participant's benefit under this Plan is less
than either (1) $5,000 in lump sum present value, calculated
in accordance with reasonable assumptions, or (2) the monthly
payment under the benefit payment option selected by the
Participant is less than $75 per month, such Participant may
request distribution of his or her entire account balance.
Upon receipt of a request for distribution under this section,
the Company may, in its sole discretion, elect whether to
approve or deny the request. If the request is approved, the
Company shall close the Participant's account and distribute
the Participant's entire account balance in a single lump sum.
Any distribution under this paragraph shall be made no later
than January 1 of the year following the year in which such
Termination of Employment occurs.
5.8 Change of Election. A Participant may request
a change in the payout election any time prior to January 1 of
the year benefits are scheduled to be paid, provided that the
request is received by the Company at least 30 days prior to
the date benefits are scheduled to be paid. The changed
payout election must be one of the payout options in the
original deferral agreement. Such request must be in writing
and shall be approved or denied at the sole discretion of the
Company. No change will be permitted that would allow a
payment to be made earlier than originally elected in the
Deferred Compensation Agreement.
5.9 Distributions Following Participant Death. If
a Participant dies after his or her benefits have commenced
and prior to the distribution of his or her entire Deferred
Account, his or her beneficiary shall receive any benefit
payments in accordance with the Deferred Compensation
Agreement. If a Participant dies prior to the commencement of
Plan distributions, the Company shall pay his or her
designated beneficiary or beneficiaries the Participant's
Deferred Account balance. Payments shall be made as specified
in the Deferred Compensation Agreement. The Participant
Account shall be updated with a monthly rate of interest equal
to the Account Accumulation Rate.
5.10 Disability Benefit. If a Participate
terminates employment with the Company prior to attaining
age 65 due to a disability, the Participant may apply to the
Company to have his or her account distributed in monthly
installments over a 15 year period commencing on the first day
of the month following the month in which the Company approves
such request. The Company may, in its sole discretion,
approve or deny any such request.
5.11 Recipients of Payments; Designation of
Beneficiary. All payments to be made by the Company shall be
made to the Participant, if living. In the event of a
Participant's death prior to the receipt of all benefit
payments, all subsequent payments to be made under the Plan
shall be to the beneficiary or beneficiaries of the
Participant. The Participant shall designate a beneficiary by
filing a written notice of such designation with the Company
in such form as the Company may prescribe. If no designation
shall be in effect at the time when any benefits payable under
this Plan shall become due, the beneficiary shall be the
spouse of the Participant, or if no spouse is then living, the
representatives of the Participant's estate.
6. Miscellaneous.
6.1 Assignability. A Participant's rights and
interests under the Plan may not be assigned or transferred
except, in the event of the Participant's death, to his or her
designated beneficiary, or in the absence of a designation, by
will or to his or her legal representative.
6.2 Employment Not Guaranteed by Plan. Neither
this Plan nor any action taken hereunder shall be construed as
giving a Participant the right to be retained as an Executive
Officer or as an employee of the Company for any period.
6.3 Taxes. The Company shall deduct from all
payments made hereunder all applicable federal or state taxes
required by law to be withheld from such payments.
6.4 Construction. To the extent not preempted by
federal law, the Plan shall be construed according to the laws
of the state of Idaho.
6.5 Form of Communication. Any election,
application, claim, notice, or other communication required or
permitted to be made by a Participant to the Company shall be
made in writing and in such form as the Company shall
prescribe. Such communication shall be effective, upon
receipt by the Company's Manager of Executive Compensation,
1111 West Jefferson Street, P.O. Box 50, Boise, Idaho
83728-0001.
7. No Reduction in Pension Benefit. To compensate a
Participant for any reduction in pension benefits under the
Pension Plan which may result from a Participant's deferring
Compensation under this Plan, the Company shall pay to the
Participant an amount equal to the reduction in pension
benefits in accordance with the Company's Supplemental Pension
Plan.
8. Amendment and Termination. The Company, acting
through its board of directors or any committee thereof, may
at any time amend the Plan, provided that the amendment shall
not adversely affect any vested right or benefit of a
Participant under the Plan without the prior consent of a
Participant.
9. Unsecured General Creditor. Participants and their
beneficiaries, heirs, successors and assigns shall have no
legal or equitable rights, interest or claims in any property
or assets of the Company. Such assets of the Company shall
not be held under any trust for the benefit of Participants,
their beneficiaries, heirs, successors, or assigns, or held in
any way as collateral security for the fulfilling of the
obligations of the Company under this Plan. Any and all
Company assets shall be, and remain, the general, unpledged,
unrestricted assets of the Company. The Company's obligation
under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future.
10. Deferred Compensation and Benefits Trust. Upon the
occurrence of any Potential Change in Control of the Company,
the Company will transfer to the Deferred Compensation and
Benefits Trust an amount of cash, marketable securities, or
other property acceptable to the trustee(s) equal in value to
105 percent of the amount necessary to pay the Company's
obligations with respect to Deferred Accounts under this Plan,
calculated on an actuarial basis and in accordance with the
terms of the Trust (the "Funding Amount"). The cash,
marketable securities, and other property so transferred shall
be held, managed, and disbursed by the trustee(s) subject to
and in accordance with the terms of the Trust. In addition,
from time to time the Company will make any and all additional
transfers of cash, marketable securities, or other property
acceptable to the trustee(s) as may be necessary in order to
maintain the Funding Amount with respect to this Plan.
11. Claims Procedure. Claims for benefits under the
Plan shall be filed in writing, within 90 days after the event
giving rise to a claim, with the Company's Manager of
Executive Compensation, who shall have absolute discretion to
interpret and apply the Plan, evaluate the facts and
circumstances, and make a determination with respect to such
claim in the name and on behalf of the Company. Such written
notice of a claim shall include a statement of all facts
believed by the Participant to be relevant to the claim and
shall include copies of all documents, materials, or other
evidence that the Participant believes relevant to such claim.
Written notice of the disposition of a claim shall be
furnished the claimant within 90 days after the application is
filed. This 90-day period may be extended an additional
90 days by the Company, in its sole discretion, by providing
written notice of such extension to the claimant prior to the
expiration of the original 90-day period. In the event the
claim is denied, the specific reasons for such denial shall be
set forth in writing, pertinent provisions of the Plan shall
be cited and, where appropriate, an explanation as to how the
claimant may perfect the claim or submit such claim for review
will be provided.
12. Claims Review Procedure. Any Participant, former
Participant or Beneficiary of either, who has been denied a
benefit claim shall be entitled, upon written request, to a
review of his or her denied claim. Such request, together
with a written statement of the claimant's position, shall be
filed no later than 60 days after receipt of the written
notification provided for in the above paragraph, and shall be
filed with the Company's Manager of Executive Compensation,
who shall promptly inform the Committee. The Committee shall
make its decision, in writing, within 60 days after receipt of
the claimant's request for review. The Committee's written
decision shall state the facts and plan provisions upon which
its decision is based. The Committee's decision shall be
final and binding on all parties. This 60-day period may be
extended an additional 60 days by the Committee, in its
discretion, by providing written notice of such extension to
the claimant prior to the expiration of the original 60-day
period.
BOISE CASCADE CORPORATION
1995 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
(Effective January 1, 1996)
BOISE CASCADE CORPORATION
1995 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the Boise
Cascade Corporation 1995 Board of Directors Deferred
Compensation Plan (the "Plan") is to further the growth and
development of Boise Cascade Corporation (the "Company") by
providing nonemployee directors of the Company the opportunity
to defer receipt of all or a portion of their cash
compensation and thereby reward and encourage their productive
efforts on the Company's behalf.
2. Definitions.
2.1 Account Accumulation Rate. The rate of imputed
interest which shall be applied to Participants' Deferred
Accounts. This rate shall be equal to Moody's Times 130%.
2.2 Compensation. A Participant's fees, payable in
cash, for services rendered by a Participant as a director of
the Company during a calendar year. Compensation shall not
include any amounts paid by the Company to a Participant that
are not strictly in consideration for personal services, such
as expense reimbursements.
2.3 Deferred Account. The record on the Company's
books of the cumulative amount of (i) a Participant's
compensation deferred pursuant to this Plan, plus (ii) imputed
interest on such deferred amounts accrued as provided in
Section 5.1.
2.4 Deferred Compensation Agreement. A written
agreement between a Participant and the Company, whereby a
Participant agrees to defer a portion of his or her
Compensation pursuant to the provisions of the Plan, from a
minimum of $5,000/year to a maximum of 100% of his or her
Compensation, and the Company agrees to make benefit payments
in accordance with the provisions of the Plan.
2.5 Deferred Compensation and Benefits Trust. The
irrevocable trust established by the Company with an
independent trustee for the benefit of persons entitled to
receive payments or benefits hereunder, the assets of which
trust will be subject to claims of the Company's creditors in
the event of bankruptcy or insolvency.
The Deferred Compensation and Benefits Trust
shall contain the following provisions:
a. If a Change in Control of the Company does
not occur within one year after the Potential Change in
Control, the Company may reclaim the assets transferred to the
trustee subject to the requirement that it be again funded
upon the occurrence of another Potential Change in Control.
b. Upon a Change in Control, the assets of
the Deferred Compensation and Benefits Trust shall be used to
pay benefits under this Plan, except to the extent such
benefits are paid by the Company, and the Company and any
successor shall continue to be liable for the ultimate payment
of those benefits.
c. The Deferred Compensation and Benefits
Trust will be terminated upon the exhaustion of the trust
assets or upon payment of all the Company's obligations.
d. The Deferred Compensation and Benefits
Trust shall contain other appropriate terms and conditions
consistent with the purposes sought to be accomplished by it.
Prior to a Change in Control, the Deferred Compensation and
Benefits Trust may be amended from time to time by the
Company, but no such amendment may substantially alter any of
the provisions set out in the preceding paragraphs.
e. A "Potential Change in Control of the
Company" shall be deemed to have occurred if (i) the Company
enters into an agreement, the consummation of which would
result in the occurrence of a Change in Control of the
Company; (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which if
consummated would constitute a Change in Control of the
Company; (iii) any Person becomes the Beneficial Owner,
directly or indirectly, of securities of the Company
representing 9.5% or more of either the then outstanding
shares of common stock of the Company or the combined voting
power of the Company's then outstanding securities; or
(iv) the Board adopts a resolution to the effect that a
Potential Change in Control of the Company has occurred.
f. A "Change in Control" shall mean a Change
in Control of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), or any successor provisions, whether
or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change
in Control shall be deemed to have occurred if:
(i) Any Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities beneficially owned by
such Person any securities acquired directly from the Company
or its affiliates other than in connection with the
acquisition by the Company or its affiliates of a business)
representing 20% or more of either the then outstanding shares
of common stock of the Company or the combined voting power of
the Company's then outstanding securities; or
(ii) The following individuals cease for
any reason to constitute at least 66 2/3% of the number of
directors then serving: individuals who, on the date hereof,
constitute the Board and any new director (other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or
election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either
were directors on the date hereof or whose appointment,
election, or nomination for election was previously so
approved (the "Continuing Directors"); or
(iii) The stockholders of the Company
approve a merger or consolidation of the Company with any
other corporation or approve the issuance of voting securities
of the Company in connection with a merger or consolidation of
the Company (or any direct or indirect subsidiary of the
Company) pursuant to applicable stock exchange requirements,
other than (a) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, at least 66 2/3% of the combined voting
power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (b) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Company or its subsidiaries other than in
connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or
the combined voting power of the Company's then outstanding
securities; or
(iv) The stockholders of the Company
approve a plan of complete liquidation or dissolution of the
Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets,
other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at
least 66 2/3% of the combined voting power of the voting
securities of which are owned by Persons in substantially the
same proportions as their ownership of the Company immediately
prior to such sale.
Notwithstanding the foregoing, any event
or transaction which would otherwise constitute a Change in
Control of the Company (a "Transaction") shall not constitute
a Change in Control of the Company if, in connection with the
Transaction, a Participant participates as an equity investor
in the acquiring entity or any of its affiliates (the
"Acquiror"). For purposes of the preceding sentence, a
Participant shall not be deemed to have participated as an
equity investor in the Acquiror by virtue of (a) obtaining
beneficial ownership of any equity interest in the Acquiror as
a result of the grant to a Participant of an incentive
compensation award under one or more incentive plans of the
Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation
awards of the Company into incentive compensation awards of
the Acquiror), on terms and conditions substantially
equivalent to those applicable to other executives of the
Company immediately prior to the Transaction, after taking
into account normal differences attributable to job
responsibilities, title, and the like; (b) obtaining
beneficial ownership of any equity interest in the Acquiror on
terms and conditions substantially equivalent to those
obtained in the Transaction by all other stockholders of the
Company; or (c) having obtained an incidental equity ownership
in the Acquiror prior to and not in anticipation of the
Transaction.
For purposes of this section, "Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
For purposes of this section, "Person" shall
have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities,
or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.6 Director. An individual who is not an employee
of Boise Cascade Corporation and who is a member of the Board
of Directors of Boise Cascade Corporation.
2.7 Moody's Times 130%. An annualized rate of
interest equal to 130% times Moody's Composite Average of
Yields on Corporate Bonds as determined from Moody's Bond
Record published by Moody's Investor's Service, Inc. (or any
successor thereto) or, if such monthly yield is no longer
published, a substantially similar rate selected by the Board
in its sole discretion. The rate to be applied for purposes
of this Plan shall be based, for any given month, on the
published rate for the immediately preceding calendar month.
2.8 Participant. A Director who has entered into a
written Deferred Compensation Agreement with the Company in
accordance with the provisions of the Plan.
2.9 Termination. The Participant's ceasing to be a
Director of the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of early
retirement, normal retirement or death.
3. Administration and Interpretation of the Plan. The
Company, acting through its board of directors, shall
administer and interpret the Plan, and interpretation by the
Company shall be final and binding upon a Participant. The
Company may adopt rules and regulations relating to the Plan
as it may deem necessary or advisable for the administration
of the Plan. The Company may also delegate administrative
responsibilities to advisors or other persons who are not
employees of the Company and may rely upon information or
opinions of legal counsel or experts selected to render advice
with respect to the Plan.
4. Participant Compensation Deferral.
4.1 Compensation Deferral. A Director who wishes
to participate in the Plan shall execute a written Deferred
Compensation Agreement, in the format provided by the Company,
whereby the Director elects to defer a portion of his or her
Compensation otherwise earned and payable for the period from
January 1, 1996, through December 31, 2000. The amount
deferred shall result in corresponding reductions in the
Compensation payable to a Participant.
4.2 Participation. A person who is a Director or
becomes a Director on or subsequent to January 1, 1996, and
prior to December 31, 2000, shall be entitled to participate
in the Plan until December 31, 2000, and shall be bound by all
the other terms and conditions of the Plan. A Director shall
complete a Deferred Compensation Agreement within 30 days of
becoming eligible and being notified of the terms and
conditions of the Plan. Reduction of compensation pursuant to
the Deferred Compensation Agreement shall commence as of the
date of such director's election to the Board of Directors.
4.3 Alteration of Compensation Deferral. The
amount of Compensation to be deferred, once selected by a
Participant, shall be irrevocable except upon written approval
by the Company. A request to alter the amount of Compensation
deferred must be submitted by a Participant in writing to the
Company prior to January 1 of the year for which such
modification is requested and shall detail the reasons for the
modification. If a modification of the deferral amount is
granted by the Company, the modification shall affect only
future years of participation; and all benefits under the Plan
shall be adjusted to reflect the new deferred amount and also
to reflect any costs incurred by the Company to effect the
adjusted benefits payable to the Participant.
5. Payment of Deferred Amounts.
5.1 Participant Account. The Company shall
maintain, for each Participant, a record of the Participant's
deferrals by accumulating the amount of his or her deferred
compensation, and each month the account shall be updated with
a monthly rate of interest equal to the applicable Account
Accumulation Rate.
5.2 Benefits. Upon Termination, a Participant
shall be paid his or her account in a lump sum or in equal
quarterly installments calculated to distribute his or her
account plus accrued interest for a period of not more than
15 years. Payments shall commence on the date and shall be
made in the manner elected by the Participant in the Deferred
Compensation Agreement. Unpaid balances under the installment
election continue to earn interest at the applicable Account
Accumulation Rate. If a Participant does not make an
election, his or her account shall be paid out in quarterly
installments over 15 years beginning January 1 of the year
following Termination. The Participant may request other
forms of payout which are subject to approval by the Company,
pursuant to Section 5.3.
5.3 Change of Election. A Participant may request
a change in the payout election anytime prior to January 1 of
the year benefits are scheduled to be paid. The changed
payout election must be one of the payout options in the
original Deferred Compensation Agreement. Such request must
be in writing and shall be approved or denied at the sole
discretion of the Company. No change will be permitted that
would allow a payment to be made earlier than originally
elected in the Deferred Compensation Agreement.
Notwithstanding any provision in this Plan to
the contrary, a Participant or Beneficiary may at any time
request a single lump-sum payment of the amount credited to an
account or accounts of the Participant under the Plan. The
amount of the payment shall be equal to (i) the Participant's
Deferred Account balance under the Plan as of the payment
date, reduced by (ii) an amount equal to 10% of such account
balance. This lump-sum payment shall be subject to
withholding of federal, state, and other taxes to the extent
applicable. This request must be made in writing to the
Company. The lump-sum payment shall be made within 30 days of
the date on which the Company received the request for the
distribution. If a request is made under this provision, the
Participant shall not be eligible to participate in any
nonqualified deferred compensation plan maintained by the
Company, including this Plan, for a period of 12 months after
such request is made. In addition, in such event any deferred
compensation agreement under any nonqualified deferred
compensation plan of the Company shall not be effective with
respect to Compensation payable to the Participant during this
12-month period.
5.4 Payment on Death After Benefits Commence. If a
Participant dies after his or her benefits have commenced and
prior to the distribution of his or her entire Deferred
Account, his or her beneficiary shall receive any benefit
payments in accordance with the Deferred Compensation
Agreement.
5.5 Death Benefit. If a Participant should die
prior to the commencement of Plan distributions, the Company
shall pay his or her designated beneficiary or beneficiaries
the Participant's Deferred Account balance. Payments shall be
made as specified in the Deferred Compensation Agreement. The
undistributed portion of Participant's account shall be
updated with a monthly rate of interest equal to the
applicable Account Accumulation Rate.
5.6 Recipient of Payments; Designation of
Beneficiary. All payments to be made by the Company shall be
made to the Participant, if living. In the event of a
Participant's death prior to the receipt of all benefit
payments, all subsequent payments to be made under the Plan
shall be to the beneficiary or beneficiaries of the
Participant. The Participant shall designate a beneficiary by
filing a written notice of such designation with the Company
in such form as the Company may prescribe. If no designation
shall be in effect at the time when any benefits payable under
this Plan shall become due, the beneficiary shall be the
spouse of the Participant, or if no spouse is then living, the
Participant's estate.
6. Miscellaneous.
6.1 Assignability. A Participant's rights and
interests under the Plan may not be assigned or transferred
except, in the event of the Participant's death, to his or her
designated beneficiary, or in the absence of a designation, by
will or to his or her legal representative.
6.2 Taxes. The Company shall deduct from all
payments made hereunder all applicable federal or state taxes
required by law to be withheld from such payments.
6.3 Construction. To the extent not preempted by
federal law, the Plan shall be construed according to the laws
of the State of Idaho.
6.4 Form of Communication. Any election,
application, claim, notice or other communication required or
permitted to be made by a Participant to the Company shall be
made in writing and in such form as the Company shall
prescribe. Such communication shall be effective upon
mailing, if sent by first-class mail, postage prepaid, to the
Company's Corporate Secretary.
7. Amendment and Termination. The Board of Directors
may, at any time, amend the Plan, provided that the amendment
shall not adversely affect any right or benefit of a
Participant under the Plan without the prior consent of the
Participant.
8. Unsecured General Creditor. Participants and their
beneficiaries, heirs, successors and assigns shall have no
legal or equitable rights, interest or claims in any property
or assets of the Company. Such assets of the Company shall
not be held under any trust for the benefit of Participants,
their beneficiaries, heirs, successors, or assigns, or held in
any way as collateral security for the fulfilling of the
obligations of the Company under this Plan. Any and all
Company assets shall be, and remain, the general, unpledged,
unrestricted assets of the Company. The Company's obligation
under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future.
9. Deferred Compensation and Benefits Trust. Upon the
occurrence of any Potential Change in Control of the Company,
the Company will transfer to the Deferred Compensation and
Benefits Trust an amount of cash, marketable securities, or
other property acceptable to the trustee(s) equal in value to
105 percent of the amount necessary to pay the Company's
obligations with respect to Deferred Award Accounts under this
Plan, calculated on an actuarial basis and in accordance with
the terms of the Trust (the "Funding Amount"). The cash,
marketable securities, and other property so transferred shall
be held, managed, and disbursed by the trustee(s) subject to
and in accordance with the terms of the Trust. In addition,
from time to time the Company will make any and all additional
transfers of cash, marketable securities, or other property
acceptable to the trustee(s) as may be necessary in order to
maintain the Funding Amount with respect to this Plan.
10. Claims Procedure. Claims for benefits under the
Plan shall be filed in writing, within 90 days after the event
giving rise to a claim, with the Company's Manager of
Executive Compensation, who shall have absolute discretion to
interpret and apply the Plan, evaluate the facts and
circumstances, and make a determination with respect to such
claim in the name and on behalf of the Company. Such written
notice of a claim shall include a statement of all facts
believed by the Participant to be relevant to the claim and
shall include copies of all documents, materials, or other
evidence that the Participant believes relevant to such claim.
Written notice of the disposition of a claim shall be
furnished the claimant within 90 days after the application is
filed. This 90-day period may be extended an additional
90 days by the Company, in its sole discretion, by providing
written notice of such extension to the claimant prior to the
expiration of the original 90-day period. In the event the
claim is denied, the specific reasons for such denial shall be
set forth in writing, pertinent provisions of the Plan shall
be cited and, where appropriate, an explanation as to how the
claimant may perfect the claim or submit such claim for review
will be provided.
11. Claims Review Procedure. Any Participant, former
Participant or Beneficiary of either, who has been denied a
benefit claim shall be entitled, upon written request, to a
review of his or her denied claim. Such request, together
with a written statement of the claimant's position, shall be
filed no later than 60 days after receipt of the written
notification provided for in the above paragraph, and shall be
filed with the Company's Manager of Executive Compensation,
who shall promptly inform the Board of Directors. The Board
of Directors shall make its decision, in writing, within
60 days after receipt of the claimant's request for review.
The Board of Directors' written decision shall state the facts
and plan provisions upon which its decision is based. The
Board of Directors' decision shall be final and binding on all
parties. This 60-day period may be extended an additional
60 days by the Board of Directors, in its discretion, by
providing written notice of such extension to the claimant
prior to the expiration of the original 60-day period.
BOISE CASCADE CORPORATION
SPLIT-DOLLAR LIFE INSURANCE PLAN
(As Amended Through December 7, 1995)
BOISE CASCADE CORPORATION
SPLIT-DOLLAR LIFE INSURANCE PLAN
1. Purpose of the Plan. The purpose of the Boise Cascade
Corporation Split-Dollar Life Insurance Plan (the "Plan") is to
provide executive officers who participate in the Plan with an
insured death benefit during employment and after retirement.
Executive officers who become Participants may purchase a life
insurance policy from a designated insurance carrier. Payment of
policy premiums will be shared by the Company, as described
herein. Executives who participate in the Plan shall execute a
Split Dollar Agreement, substantially in the form attached hereto
as Exhibit A, prior to becoming eligible for any benefits under
this Plan.
The Executive Compensation Committee of the board of
directors of the Company shall designate executive officers
eligible to participate in the Plan.
2. Definitions.
2.1 "Annual Premium" shall mean the amount of
consideration determined by the Insurance Carrier for the cost of
coverage provided by the Plan. The Annual Premium shall have the
following two components: (1) The basic Annual Premium shall be
the amount of the Annual Premium for standard risk life insurance
coverage determined by the Insurance Carrier's published rate
schedule; and (2) the extra premium shall be the amount of the
Annual Premium, if any, required for a life insurance risk
determined by the Insurance Carrier to be substandard.
2.2 "Base Salary" shall mean the annual Base Salary in
effect on the policy anniversary date preceding the Participant's
death if such death occurs while the Participant is an active
Employee of the Company.
2.3 "Change in Control" shall mean a Change in Control
of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or
any successor provisions, whether or not the Company is then
subject to such reporting requirement; provided that, without
limitation, such a Change in Control shall be deemed to have
occurred if:
(a) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates
other than in connection with the acquisition by the Company or
its affiliates of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(b) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of directors
then serving: individuals who, on the date hereof, constitute
the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof
or whose appointment, election, or nomination for election was
previously so approved (the "Continuing Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other corporation
or approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or any
direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 66 2/3%
of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from the Company or its subsidiaries other than
in connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or:
(d) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a Change in Control
of the Company (a "Transaction") shall not constitute a Change in
Control of the Company if, in connection with the Transaction, a
Participant participates as an equity investor in the acquiring
entity or any of its affiliates (the "Acquiror"). For purposes
of the preceding sentence, a Participant shall not be deemed to
have participated as an equity investor in the Acquiror by virtue
of (i) obtaining beneficial ownership of any equity interest in
the Acquiror as a result of the grant to a Participant of an
incentive compensation award under one or more incentive plans of
the Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation awards
of the Company into incentive compensation awards of the
Acquiror), on terms and conditions substantially equivalent to
those applicable to other executives of the Company immediately
prior to the Transaction, after taking into account normal
differences attributable to job responsibilities, title, and the
like; (ii) obtaining beneficial ownership of any equity interest
in the Acquiror on terms and conditions substantially equivalent
to those obtained in the Transaction by all other stockholders of
the Company; or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of the
Transaction.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.4 "Corporate Capital Interest" shall mean
accumulative amounts paid by the Company for an Insurance Policy
Annual Premium as set forth in paragraph 6.1. The Corporate
Capital Interest shall be reduced by policy loans, if any
(including interest thereon), made by the Company.
2.5 "Company" shall mean Boise Cascade Corporation.
2.6 "Deferred Compensation and Benefits Trust" shall
mean the irrevocable trust ("Trust") established by the Company
with an independent trustee or trustees for the benefit of
persons entitled to receive payments or benefits hereunder, the
assets of which will be subject to claims of the Company's
creditors in the event of bankruptcy or insolvency and with
respect to which the Company shall have received a ruling from
the Internal Revenue Service that the Trust is a "grantor trust"
for federal income tax purposes.
The Deferred Compensation and Benefits Trust shall
contain the following provisions:
(a) If a Change in Control of the Company does
not occur within one year after the Potential Change in Control,
the Company may reclaim the assets transferred to the trustee or
trustees subject to the requirement that it be again funded as
stated in the preceding paragraph upon the occurrence of another
Potential Change in Control.
(b) Upon a Change in Control, the assets of the
Deferred Compensation and Benefits Trust shall be used to pay the
Company's obligations under this Plan, except to the extent such
obligations are paid by the Company, and the Company and any
successor shall continue to be liable for the ultimate payment of
those amounts.
(c) The Deferred Compensation and Benefits Trust
will be terminated upon the exhaustion of the Trust assets or
upon payment of all the Company's obligations pursuant to all
plans participating in the Trust.
(d) The Deferred Compensation and Benefits Trust
shall contain other appropriate terms and conditions consistent
with the purposes sought to be accomplished by it. Prior to a
Change in Control, the Deferred Compensation and Benefits Trust
may be amended from time to time by the Company, but no such
amendment may substantially alter any of the provisions set out
in the preceding paragraphs.
2.7 "Effective Date" shall mean April 1, 1995.
2.8 "Employee" shall mean an individual who receives a
Base Salary for personal services rendered to the Company.
2.9 "Final Salary" shall mean the Participant's annual
Base Salary on his or her Retirement date.
2.10 "Insurance Carrier" shall mean the life insurance
company or companies selected to issue policies under or pursuant
to the Plan.
2.11 "Insurance Policy" shall mean any individually
purchased Insurance Policy, together with additional policy
benefits and riders, if any, issued by the Insurance Carrier
pursuant to the Plan. Unless required otherwise by the Plan,
Insurance Policy terms used herein shall have the same meaning as
in the Insurance Policy. In amplification but not in limitation
of the foregoing, such Insurance Policy terms as "policy year,"
"dividend," and "policy loan" shall have the same meaning for
purposes of this Plan as for purposes of the Insurance Policy.
2.12 "Code" shall mean the Internal Revenue Code of
1986, as amended.
2.13 "Participant" shall mean an executive officer of
the Company who is designated by the Committee as eligible to
participate in the Plan and who has met all the applicable
eligibility requirements under the Plan.
2.14 "Plan Administrator" shall mean the Executive
Compensation Committee (the "Committee") of the board of
directors of the Company. The Committee may delegate day-to-day
administrative functions to the Company's management.
2.15 "Potential Change in Control" shall be deemed to
have occurred if (i) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change
in Control of the Company; (ii) the Company or any Person
publicly announces an intention to take or to consider taking
actions which, if consummated, would constitute a Change in
Control of the Company; (iii) any person becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
representing 9.5% or more of either the then outstanding shares
of common stock of the Company or the combined voting power of
the Company's then outstanding securities; or (iv) the Board
adopts a resolution to the effect that a Potential Change in
Control of the Company has occurred.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.16 "Retirement" shall mean the termination of
employment of a Participant, for reasons other than death or
disability, who has attained age 55 with ten years of service
with the Company, as defined in the Boise Cascade Corporation
Pension Plan for Salaried Employees, and five years of service as
an executive officer of the Company.
2.17 "Assignment or Collateral Assignment" shall mean
an agreement to be signed by each Participant, substantially in
the form attached hereto as Exhibit B, whereby the Participant,
as owner of the Insurance Policy, agrees to set over certain
Insurance Policy rights to the Company as collateral security for
the Company's Corporate Capital Interest under the Plan.
2.18 "Trustee's Payment Schedule" shall mean the
schedule of Insurance Policy premiums payable by the Trustee(s)
of the Deferred Compensation and Benefits Trust during the period
of a Potential Change in Control and after a Change in Control as
specified on the form attached hereto.
3. Administration and Interpretation of the Plan.
3.1 Plan Administrator. Except as otherwise provided
in the Plan, the Committee shall have control over the
administration and interpretation of the Plan, with all powers
necessary to enable it to carry out its duties in such respect.
The Committee may adopt such rules and regulations relating to
the Plan as the Committee deemed necessary or advisable for the
administration of the Plan. The Committee may delegate
administrative responsibilities to advisors or other persons and
may rely upon the information or opinions of legal counsel or
experts selected to render advice with respect to the Plan.
3.2 Insurance Carrier. The Insurance Carrier shall be
responsible for all matters relating to any Insurance Policy.
Not in limitation, but in amplification of the foregoing, the
Insurance Carrier shall decide whether it will issue an Insurance
Policy on the life of a Participant who has otherwise met all of
the Plan's eligibility requirements.
4. Eligibility.
4.1. Eligibility to Participate. In order to become a
Participant in the Plan, an individual must meet all of the
following requirements:
(a) Be an executive officer of the Company,
identified by the Committee as eligible to participate in the
Plan;
(b) Complete an application for insurance in the
manner set by the Insurance Carrier;
(c) Meet the insurability requirements of the
Insurance Carrier; and
(d) Sign all documents, including the Split
Dollar Agreement and Assignment, necessary or appropriate in the
judgment of the Committee or Insurance Carrier, to carry out the
intent of the Plan.
4.2. Alternate Owners. The Plan permits an alternate
person or entity to be the owner of the Insurance Policy. The
alternate owner must sign all documents, including the Split
Dollar Agreement and the Assignment, necessary or appropriate in
the judgment of the Committee or Insurance Carrier, to carry out
the intent of the Plan. The Participant shall still be the
Insured and all the provisions of the Plan shall continue as if
the Participant were the owner of the Insurance Policy.
5. Benefits.
5.1 Death During Employment. If a Participant's death
occurs while employed by the Company, the Participant's
beneficiary shall receive a death benefit equal to two times Base
Salary.
5.2 Post-Retirement Death Benefit. A death benefit
equal to one times Final Salary shall be payable on behalf of a
Participant whose death occurs subsequent to Participant's
Retirement.
5.3 Timing of Purchase of Insurance. The right of a
Participant to purchase an Insurance Policy under the Plan is
granted only upon the initial adoption of the Plan or, for an
Employee who meets the eligibility requirements under the Plan
after adoption of the Plan, the date of initial eligibility of
the Employee under the Plan. The face amount of the Insurance
Policy shall be rounded up to the nearest multiple of $1,000,
where necessary. Since participation under the Plan involves the
purchase of an Insurance Policy which is subject to the
Employee's insurability, the Company does not guarantee that each
otherwise eligible Employee will be able to acquire an Insurance
Policy pursuant to this Plan.
5.4 Amount of Death Benefit. The death benefit shall
be paid from the Insurance Policy. The amount of the death
benefit payable to the Participant's beneficiary shall be subject
to the Assignment. In the event that the death benefit from the
Insurance Policy exceeds the sum of the Company's Corporate
Capital Interest and the Participant's death benefit under
Sections 5.1 or 5.2, the excess death proceeds shall be paid to
the Participant's beneficiary. Participants shall not be
eligible for any death benefit under the Boise Cascade Group Life
Insurance Plan.
5.5 Beneficiary Designation. The death benefit is
payable to the beneficiary or beneficiaries designated by the
owner of the Insurance Policy. If no such beneficiary is
designated, the beneficiary shall be the person or persons
entitled to the death benefit under the terms of the Insurance
Policy or applicable state law, whichever governs.
5.6 Payment of Death Benefit. The death benefits
shall be paid upon the submission to the Insurance Carrier of the
appropriate proof of death and a claim for benefits.
6. Contributions and Funding.
6.1 The responsibility for the payment of the premiums
shall be allocated as follows:
(a) Responsibility of Participant.
(1) The "value of the economic benefit" to
the Participant as determined by multiplying the amount of life
insurance protection to which the Participant is entitled by the
lower of the government's one-year term ("PS-58") rates or the
Insurance Carrier's currently published term rates. This amount
shall be paid by the Company on behalf of the Participant and
treated as taxable compensation to the Participant.
(2) Any extra premium which is in excess of
40% of the Basic Annual Premium.
(b) Responsibility of Company.
(1) The difference between the basic Annual
Premium and that portion for which the Participant is responsible
pursuant to paragraph 6.1(a)(1).
(2) Any extra premium in an amount up to 40%
of the basic Annual Premium.
The Company shall, at its option, have the
authority to borrow against the Insurance Policy up to an amount
not to exceed the Corporate Capital Interest. All interest
payments as a result of such borrowing shall be the
responsibility of the Company.
6.2 Immediately upon a Potential Change in Control or
upon a Change in Control, the Company shall repay Insurance
Policy loans, if any, and shall not make any policy loans, as
otherwise provided for in paragraph 6.1(b)(2), within a one-year
period after a Potential Change in Control, or at any time after
a Change in Control, except upon the date specified in
paragraph 6.3.
6.3 Termination of Company Funding. Notwithstanding
any other provisions in this Plan, and except in the event of or
after a Change in Control, the Company shall terminate its
participation in the funding of the Insurance Policy on the first
of the following events:
(a) The later of (i) the date of the
Participant's Retirement or (ii) the date 15 Annual Premiums have
been paid by the Company;
(b) The death of a Participant; or
(c) The termination of employment of a
Participant other than by death or Retirement.
In the event of a termination described in (a)
above, the Company will recover its Corporate Capital Interest by
Insurance Policy withdrawal and release its interest in the
Insurance Policy. Any such policy loan shall become the sole
obligation of the Participant as owner of the Policy. The actual
death benefit provided by the Insurance Policy may be greater
than or less than the death benefit, described in Section 5,
based on the investment performance of the Insurance Policy. In
the event the Insurance Policy does not ultimately provide the
prescribed death benefit, it is not the intention of the Company
to make up any death benefit shortfall.
In the event of a termination described in (b),
the Company shall recover its Corporate Capital Interest out of
the death proceeds of the Insurance Policy, and the Participant's
beneficiary will receive the balance of the death proceeds. In
the event that the Insurance Policy does not provide the
prescribed death benefit, it is not the intention of the Company
to make up any death benefit shortfall.
In the event of a termination described in (c)
above, the Participant may recover or purchase all or any portion
of the Company's Corporate Capital Interest in the Insurance
Policy pursuant to terms established by the Plan Administrator.
Any amount purchased shall result in the Company's recovery of
its Corporate Capital Interest equal to the amount purchased.
Any portions of the Insurance Policy not purchased by the
Participant shall be treated in a manner deemed appropriate by
the Plan Administrator, solely in the Plan Administrator's
discretion. The provisions of paragraph (c) shall be subject to
any applicable severance agreement between the Company and the
Participant.
6.4 Company Release and Reassignment. Upon any
termination of Company funding, the Company will release
Insurance Policy rights granted to it by the Assignment.
Thereafter, the Company shall have no involvement whatsoever,
direct or indirect, in the Insurance Policy. From such date, the
Participant shall be solely responsible for the payment of any
future premiums.
7. Disqualification and Reduction, Loss, Forfeiture, or
Denial of Benefits. The benefits to be provided under this Plan
will not be available to an Employee upon any of the following
events:
(a) Except in the event of a Change in Control, the
Company may, at any time, amend or terminate the Plan, provided
that the Company may not reduce or modify the level of benefits
provided to the Participant prior to the amendment or termination
without prior consent of the Participant;
(b) In the event the Plan is terminated, whether as to
all Participants or as to an individual Participant, a
Participant shall be able to preserve and continue the Insurance
Policy on his or her life by paying the Company its Corporate
Capital Interest. Thereafter, the Participant will be
responsible for all future premiums and the Company shall have no
involvement whatsoever, direct or indirect, in the Insurance
Policy.
(c) After any termination of Company funding, policy
benefits may be reduced or terminated with respect to a
Participant if not properly funded by the Participant; or
(d) The amount of a Participant's death benefits may
vary each year. Not in limitation, but in amplification of the
foregoing, the Insurance Carrier's policy interest crediting rate
and the amount of the Corporate Capital Interest may vary the
death benefits.
8. Deferred Compensation and Benefits Trust. The Company
has established the Deferred Compensation and Benefits Trust and
shall comply with the terms of the Trust. Upon the occurrence of
any Potential Change in Control of the Company, the Company shall
transfer to the Trust an amount of cash, marketable securities,
or other property acceptable to the trustee(s) equal in value to
105% of the amount necessary, on an actuarial basis and
calculated in accordance with the terms of the Trust, to pay the
Company's obligations under this Plan (the "Funding Amount").
The cash, marketable securities, and other property so
transferred shall be held, managed, and disbursed by the
trustee(s) subject to and in accordance with the terms of the
Trust. In addition, from time to time, the Company shall make
any and all additional transfers of cash, marketable securities,
or other property acceptable to the trustee(s) as may be
necessary in order to maintain the Funding Amount with respect to
the Plan.
8.1 Trustee's Rights and Obligation. In the event of
a Change in Control or a Potential Change in Control, the
trustee(s) for the Deferred Compensation and Benefits Trust shall
at all times thereafter be obligated for amounts payable in
accordance with the Trustee's Payment Schedule. The Company
shall notify the Insurance Carrier of a Change in Control or of a
Potential Change in Control.
8.2 Plan Funding. In the event of a Change in
Control, the calculation of the Funding Amount shall be made
without regard to the provisions of paragraph 6.3(c) and the
Company shall be required to participate in the funding of each
Insurance Policy until the first of the events described in
paragraph 6.3(a) or 6.3(b) occurs.
8.3 Termination of Funding. In the event of and after
a Change in Control, the Trustee(s) shall be required to continue
the funding of the Insurance Policy until the later of (a) the
applicable date specified in paragraph 6.3(a) or 6.3(b),
whichever is earlier, or (b) the date specified in any severance
agreement between the Company and the Participant.
8.4 Amendment and Termination. In the event of and
after a Change in Control, the Plan may not be amended or
terminated and a Participant shall have the right to rely on the
continuation of the Funding of an Insurance Policy as provided in
this paragraph 8.
9. Claim Procedure. All death benefits provided under the
Plan are to be paid from the Insurance Policies. The Company has
adopted the claim procedure established by the Insurance Carrier
as a claim procedure for the Plan. The beneficiary of the policy
proceeds must file a claim for benefits with the Insurance
Carrier in whatever form the Insurance Carrier may reasonably
require. If the Insurance Carrier denies the claim, the
beneficiary who wants to have that denial reviewed will have to
follow the Insurance Carrier's claims-review procedure. The
Company shall have no liability in the event an Insurance Carrier
denies a beneficiary's claim for benefits.
10. Miscellaneous.
10.1 Employment Not Guaranteed by the Plan. Neither
this Plan nor any action taken hereunder shall be construed as
giving a Participant a right to be retained as an executive
officer or as an Employee of the Company for any period.
10.2 Taxes. The Company shall deduct from each
Participant's compensation all applicable federal or state taxes
that may be required by law to be withheld resulting from the
Company's funding of the Insurance Policy under the Plan.
10.3 Governing Law, Jurisdiction, and Venue. The Plan
shall be construed according to the laws of the state of Idaho to
the extent not preempted by federal law. In the event legal
action is brought to enforce or interpret the Plan, such legal
action may be brought only in federal district court for the
District of Idaho in Ada County, Idaho.
10.4 Form of Communication. Any election, application,
claim, notice, or other communication required or permitted to be
made by a Participant to the Plan Administrator shall be made in
writing and in such form as the Plan Administrator shall
prescribe. Such communication shall be effective upon mailing if
sent by first-class mail, postage prepaid, and addressed to the
Company's office at 1111 West Jefferson Street (83702),
P.O. Box 50, Boise, Idaho 83728-0001.
10.5 Amendment and Termination. Except after a Change
in Control, the Committee may, at any time, amend or terminate
the Plan. At any date of termination of the Plan not preceded by
a Change in Control, a Participant shall be entitled to preserve
and continue the Insurance Policy in accordance with
paragraph 6.3(c).
10.6 Agent for Service of Process. The Company's
General Counsel is designated as the agent to receive service of
legal process on behalf of the Plan.
11. Statement of ERISA Rights. Each Participant in the
Plan is entitled to certain rights and protections under the
Employee Retirement Income Security Act of 1974 (ERISA). ERISA
provides that all Participants shall be entitled to:
(a) Examine, without charge, all Plan documents at the
Company's headquarters in Boise, Idaho.
(b) Obtain copies of all Plan documents and other Plan
information upon written request to the Plan Administrator. The
Plan Administrator may make a reasonable charge for the copies.
(c) File suit in a federal court if any materials
requested are not received within 30 days of the Participant's
request unless the materials were not sent because of matters
beyond the control of the Plan Administrator. The court may
require the Plan Administrator to pay up to $100 for each day's
delay until the materials are received.
In addition to creating rights for Participants, ERISA
imposed obligations upon the persons who are responsible for the
operation of the Plan. As "fiduciaries," these persons must act
solely in the interest of the Participants and they must exercise
prudence in the performance of their Plan duties. Fiduciaries
who violate ERISA may be removed and required to make good any
losses they have caused the Plan. The Company may not fire,
discriminate against, or prevent a Participant from obtaining a
welfare benefit or exercising his or her rights under ERISA. If
a Participant is improperly denied a welfare benefit in full or
in part, he or she has a right to file suit in a federal or state
court. If Plan fiduciaries are misusing the Plan's money, a
Participant has a right to file suit in a federal court or
request assistance from the U.S. Department of Labor. If a
Participant is successful in the lawsuit, the court may, if it so
decides, require the other party to pay his or her legal costs,
including attorneys' fees.
If a Participant has any questions about the foregoing,
or his or her rights under ERISA, the Participant should contact
the Plan Administrator or the nearest area office of the U.S.
Labor-Management Service Administration, Department of Labor.
The significant subsidiaries of the Company are as follows:
State or Other
Jurisdiction Percentage of
of Incorporation Voting Securities
or Organization Owned
Boise Southern Company Louisiana 100.00
Boise Cascade Office Products
Corporation Delaware 81.47
Oxford Paper Company Delaware 100.00