EXHIBIT 99.1

 

BOISE CASCADE, L.L.C.

 

2004 DEFERRED COMPENSATION PLAN

 

(As Amended through December 12, 2007)

 

 

BOISE CASCADE, L.L.C.

2004 DEFERRED COMPENSATION PLAN

 

1.                                        Purpose of the Plan . The purpose of the Boise Cascade, L.L.C. 2004 Deferred Compensation Plan (the “Plan”) is to further the growth and development of Boise Cascade, L.L.C. (the “Company”) by providing a select group of senior management and highly compensated employees of the Company and its subsidiaries the opportunity to defer a portion of their cash 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.

 

2.                                        Definitions .

 

2.1                                  Bonus . The payout amount earned by a Participant under an incentive plan of the Company, but only to the extent the award is payable in cash.

 

2.2                                  Change in Control . 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 representing 25% 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; provided, however, if such Person acquires securities directly from the Company, such securities shall not be included unless such Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company’s then outstanding shares of common stock or the combined voting power of the Company’s then outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or

 

(b)                                  The following individuals cease for any reason to constitute at least a majority 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 2/3rds 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 consummation of a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) with any other

 

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corporation other than (i) a merger or consolidation which would result in both (a) Continuing Directors continuing to constitute at least a majority of the number of directors of the combined entity immediately following consummation of such merger or consolidation, and (b) 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) more than 50% 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 representing 25% 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; provided that securities acquired directly from the Company shall not be included unless the Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company’s then outstanding shares of common stock or the combined voting power of the Company’s then outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or

 

(d)                                  The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or the consummation of 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, more than 50% 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.

 

A transaction described in Section 2.2(c) which is not a Change in Control of the Company solely due to the operation of Subsection 2.2(c)(i)(a) will nevertheless constitute a Change in Control of the Company if the Board determines, prior to the consummation of the transaction, that there is not a reasonable assurance that, for at least 2 years following the consummation of the transaction, at least a majority of the members of the board of directors of the surviving entity or any parent will continue to consist of Continuing Directors and individuals whose election or nomination for election by the shareholders of the surviving entity or any parent would be approved by a vote of at least two-thirds of the Continuing Directors and individuals whose election or nomination for election has previously been so approved.

 

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) 

 

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and 14(d) thereof, except that “Person” 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, (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, or (v) an individual, entity or group that is permitted to and does report its beneficial ownership of securities of the Company on Schedule 13G under the Exchange Act (or any successor schedule), provided that if the individual, entity or group later becomes required to or does report its ownership of Company securities on Schedule 13D under the Exchange Act (or any successor schedule), then the individual, person or group shall be deemed to be a Person as of the first date on which the individual, person or group becomes required to or does report its ownership on Schedule 13D.

 

2.3                                  Committee . The Compensation Committee of the Board of Managers of Boise Cascade Holdings, L.L.C. or, in the absence of such a committee, the Retirement Committee appointed by such board.

 

2.4                                  Compensation . A Participant’s Salary and Bonus. Compensation (either Salary or Bonus) shall not include (a) 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 or (b) any amounts paid as the result of a Participant’s Separation from Service, such as pay for unused paid time off, severance, or pay in lieu of notice; 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, exercise, or payment of any equity award issued by the Company or any affiliate or subsidiary or as a result of the disposition of such equity award, except to the extent the award is payable in cash or the Committee determines that the award shall be included in Compensation for purposes of this Plan. Effective January 1, 2008, “Compensation” shall not include any amount paid as a retention bonus.

 

2.5                                  Deferral Election . A Participant’s irrevocable election to defer part of his or her Compensation.

 

2.6                                  Deferred Account . The record maintained by the Company for each Participant of the cumulative amount of (a) Compensation deferred pursuant to this Plan, (b) the amount of any Company matching allocation, and (c) imputed gains or losses on those amounts accrued as provided in Section 4.8.

 

2.7                                  Deferred Compensation Agreement . Collectively, a Participant’s Deferral Election and Distribution Election.

 

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2.8                                  Deferred Compensation and Benefits Trust . An irrevocable trust (the “DCB Trust”) which may be established by the Company with an independent trustee 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.

 

2.9                                  Disability . A Participant will be deemed to have incurred a Disability where the Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company, or (c) has been determined to be totally disabled by the Social Security Administration.

 

2.10                            Distribution Election . A Participant’s election of the method and timing of his or her Deferred Account.

 

2.11                            Investment Account . Any of the accounts identified by the Company from time to time, described in Exhibit A, to which Participants may allocate all or any portion of their Deferred Accounts for purposes of determining the gains or losses to be assigned to the Deferred Accounts.

 

2.12                            Participant . A Key Executive (as defined in Section 4.1) who has entered into a written Deferred Compensation Agreement with the Company in accordance with the provisions of the Plan.

 

2.13                            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.

 

2.14                            Salary . A Participant’s salary, commission, 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, any before-tax contribution election under a 401(k) plan sponsored by the Company, and any before-tax contribution election under a Section 125 (cafeteria) plan sponsored by the Company.

 

2.15                            Separation from Service . 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, provided that transfer from the Company to a subsidiary or vice versa shall not be deemed a Separation from Service for purposes of this Plan. A Separation from Service shall also occur if (a) the Participant is on a leave of absence that exceeds 6 months and the Participant does not have a statutory or contractual right of reemployment, in which

 

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case, Separation from Service shall be deemed to have occurred on the first day following the 6-month period, (b) the Participant is on a leave of absence that exceeds 6 months and the Participant’s statutory or contractual right of reemployment ends, in which case Separation from Service shall be deemed to have occurred on the first day following the end of the right of reemployment, or (c) the Company and the Participant reasonably anticipate that the level of services the Participant will perform for the Company (whether as an employee or an independent contractor) will permanently decrease to 20% or less of the average level of services performed for the Company over the preceding 36 months. Determination of whether a Separation from Service has occurred will be made subject to the facts and circumstances of each situation and will comply with Internal Revenue Code Section 409A.

 

2.16                            Unforeseeable Emergency . A severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant or his or her spouse, beneficiary or dependent (as defined in Internal Revenue Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); (b) loss of the Participant’s property due to casualty; or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control, such as medical expenses or funeral expenses for the Participant’s spouse, beneficiary or dependent (as defined earlier in this subsection). The determination of whether an event constitutes an Unforeseeable Emergency shall be made based on the facts and circumstances of the specific event.

 

3.                                        Administration and Interpretation . The Company, acting through its senior human resources officer or his or her delegates, shall have final discretion, responsibility, and authority to administer and interpret the Plan. This includes the discretion and authority to determine all questions of fact, eligibility, or benefits relating to the Plan. The Company may also adopt any rules it deems necessary to administer the Plan. The Company’s responsibilities for administration and interpretation of the Plan shall be exercised by Company employees who have been assigned those responsibilities by the Company’s management. Any Company employee exercising responsibilities relating to the Plan in accordance with this section shall be deemed to have been delegated the discretionary authority vested in the Company with respect to those responsibilities, unless limited in writing by the Company. Any Participant may appeal any action or decision of these employees to the Company’s senior human resources officer. Any interpretation or decision by the Company’s senior human resources officer shall be final and binding on the Participants. Claims for benefits under the Plan and appeals of claim denials shall be in accordance with Sections 10 and 11.

 

4.                                        Participant Deferral and Distribution Elections .

 

4.1                                  Eligibility . The Company shall identify those employees of the Company or any of its subsidiaries who are eligible to participate in this Plan (“Key Executives”). Eligibility to participate in the Plan is entirely at the discretion of the Company and shall be limited to a select group of senior management or highly

 

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compensated employees. Eligibility to participate in this Plan for any calendar year shall not confer the right to participate during any subsequent year.

 

4.2                                  Execution of Agreement . A Key Executive who wishes to participate in the Plan must execute a Deferred Compensation Agreement either (a) for newly eligible individuals, within 30 days after first becoming eligible to participate in the Plan, to defer Salary to be earned during the remainder of that calendar year, and Salary and/or Bonus to be earned during subsequent years, or (b) prior to January 1 of the first calendar year for which the Deferred Compensation Agreement will be effective, provided that an election to defer Bonus which qualifies as “performance-based compensation” under Internal Revenue Code Section 409A and the regulations thereunder must be made no later than 6 months prior to the end of the period with respect to which the Bonus is earned (other than elections with respect to the annual bonus for 2004, which must be made at the time of the initial election).

 

4.3                                  Deferral Election . When a Key Executive first becomes eligible to participate, he or she shall have the opportunity to make a Deferral Election which shall apply to Compensation earned and paid subsequent to the date of election. Each year thereafter that the Participant remains eligible to participate, the Participant shall have the opportunity to make a Deferral Election with respect to his or her Compensation earned in the following calendar year. Deferral Elections shall be made either by submission of a written Deferral Election Form in substantially the form provided in Appendix A or by completion of an online enrollment process, as designated by the Company. The Compensation otherwise paid to a Participant during each calendar year beginning after receipt of the Participant’s Deferral Election shall be reduced by the amount elected to be deferred. Elections to defer Compensation are irrevocable as of the end of the period for executing the Deferred Compensation Agreement under Section 4.2 with respect to initial Deferral Elections, and as of the end of the annual enrollment period established by the Company pursuant to Section 4.4 with respect to subsequent Deferral Elections, except as otherwise provided in this Plan. The amount of Compensation to be deferred will be specified in the Deferral Election Agreement, must be at least 6% of the Participant’s Compensation, and will be limited to specified maximum percentages (designated by the Company’s senior human resources officer) of the Participant’s Compensation.

 

4.4                                  Change of Deferral Election . A Participant who wishes to change an election to defer Compensation may do so by submitting a new Deferral Election during the annual enrollment period established by the Company prior to January 1 of the year for which the change in election is to be effective. If a Participant does not request a change in his or her Deferral Election, the Participant’s current Deferral Election shall become irrevocable with respect to compensation to be earned during the following year on December 31 of the current year.

 

4.4A                        Cessation of Deferrals . A Participant who takes a hardship distribution from a qualified 401(k) plan sponsored by the Company may not contribute to this Plan for at least 6 months after that hardship withdrawal. Deferrals will be

 

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automatically stopped upon such a hardship withdrawal. The Participant may make a new Deferral Election during the next annual enrollment period following the conclusion of the 6-month period.

 

4.5                                  Distribution Election . At the time a Participant first elects to defer Compensation under Section 4.3, he or she must elect a distribution option for his or her Deferred Account either by submitting a written Distribution Election Form in substantially the form provided in Appendix A or by completion of an online enrollment process, as designated by the Company. Elections regarding distribution of Deferred Accounts under this Plan are irrevocable when made except as otherwise provided in this Plan.

 

4.6                                  Change of Distribution Election .

 

4.6.1                         In General. A Participant may request, in writing, a change of his or her Distribution Election at any time. The new election must (a) defer commencement of distribution for at least 5 years from the date distribution would have commenced under the original Distribution Election and (b) be received by the Company at least 12 months prior to the commencement of distribution of the Participant’s Deferred Account under the original Distribution Election. The Company shall approve the request if it meets the requirements of this section. Approved requests shall not take effect until 12 months after the date the request was submitted.

 

4.6.2                         2007 Election. Notwithstanding the provisions of Section 4.6.1, any Participant who has a Deferred Account as of November 1, 2007, may request, in writing, a one-time change of his or her Distribution Election during the election period specified by the Company during 2007, but in no event later than December 31, 2007, provided that such election may apply only to amounts that would not otherwise be payable in 2007 and further provided that such election may not cause an amount to be paid in 2007 that would not otherwise be payable in 2007. This election shall not be available to any Participant whose distributions will have commenced as of December 31, 2007.

 

4.7                                  Company Matching Contribution . A Participant may elect to have the Company allocate to the Participant’s Deferred Account an additional amount equal to the Company matching contribution that would otherwise be made to the Participant’s account in a company-sponsored 401(k) plan (assuming a 6% Participant contribution to that plan). The Company matching contribution will be allocated to the Investment Account to which the Participant’s deferrals of Compensation are allocated.

 

4.8                                  Deferred Account Allocations and Adjustments . The Company shall maintain a record of each Participant’s Deferred Account balance, including deferrals and adjustments. Each Participant’s Deferred Account shall be adjusted to reflect the imputed interest, gains or losses attributable to the applicable Investment Account(s) selected by the Participant. Interest earned will be credited to a Participant’s account on the last day of each month. Computation of the imputed interest, gains or

 

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losses with respect to any Investment Account shall be at the Company’s sole discretion.

 

4.9                                  Investment Accounts . If the only Investment Account offered is the Stable Value Account, Participants’ deferrals will be automatically allocated to the Stable Value Account. If more than one Investment Account is offered, the following terms apply:

 

4.9.1                         Each Participant must allocate his or her current deferrals of Compensation to one or more of the offered Investment Accounts, either by submission of a written allocation form or by completion of an online allocation process, as designated by the Company and subject to any restrictions established by the Company.

 

4.9.2                         Participants who are active employees may change the allocation of future deferrals to or from any Investment Account on any business day, with any change effective as of the first pay period beginning after the date of the change.

 

4.9.3                         Participants who are active employees or who are separated from service under Section 5.2.2, may move all or any portion of their Deferred Account balance among any of the Investment Accounts, other than the Stable Value Account, on any business day, with any change effective as of the next business day.

 

4.9.4                         Deferred Account balances allocated to the Stable Value Account may not be allocated to any other Investment Account.

 

4.9.5                         Participants who are separated from service under Section 5.2.1 may not change the allocation of their Deferred Accounts among Investment Accounts.

 

5.                                        Distributions .

 

5.1                                  Distributions in General . The Company shall distribute a Participant’s Deferred Account balance according to the Participant’s Distribution Election, except as otherwise provided in this Section 5. The designated payment date for purposes of Internal Revenue Code Section 409A shall be the date stated in the Participant’s Distribution Election, except as otherwise provided in this Section 5.

 

5.2                                  Plan Benefits Upon Separation from Service .

 

5.2.1                         Upon Separation from Service for reasons other than death or Disability prior to satisfying the Rule of 70 or attaining age 55 with 10 or more Years of Service, the Participant’s entire Deferred Account balance shall be automatically allocated to the Stable Value Account, notwithstanding any investment elections or allocation decisions previously made by the Participant. In addition, the imputed

 

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interest rate on the Participant’s Deferred Account balance shall be adjusted, effective as of the date of Separation from Service, to a rate equal to Moody’s (as such term is defined in Exhibit A). That rate shall apply to all undistributed amounts of the Participant’s Deferred Account prospectively from the date of Separation from Service until such amounts are distributed from the Plan (except as otherwise provided under Section 5.6). Distributions under this Section 5.2.1 shall be made according to the Participant’s Distribution Election.

 

5.2.2                         Upon Separation from Service due to death or Disability or upon Separation from Service after satisfying the Rule of 70 or attaining age 55 with 10 or more Years of Service, a Participant shall be paid his or her Deferred Account according to his or her Distribution Election. Unpaid balances under the installment election shall continue to be credited with imputed gains or losses based on the applicable Investment Account. Deferred Account balances for such Participants that are allocated to the Stable Value Account shall continue to be credited with imputed interest at Moody’s times 130% prospectively from the date of Separation from Service until such amounts are distributed from the Plan (except as otherwise provided under Section 5.6).

 

5.3                                  Hardship Distribution . If an Unforeseeable Emergency occurs, a Participant may request a lump-sum distribution of an amount reasonably necessary to satisfy the emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). Determination of the amount reasonably necessary to satisfy the emergency need must take into account any additional compensation available due to the cancellation of the Participant’s Deferral Election pursuant to this Section 5.3. The Participant shall document, to the Company’s satisfaction, that distribution of all or part of his or her account is necessary to satisfy the Unforeseeable Emergency. A Participant requesting a distribution under this Section must not have access to other funds, including proceeds of any loans (including loans under tax-qualified plans), sufficient to satisfy the need. Upon receipt of a request under this Section, the Company may, in its sole discretion, distribute a portion of the Participant’s account balance in a lump sum, to the extent necessary to satisfy the emergency need. Any distribution will be made within 90 days of the Company’s receipt of such request. The Participant shall sign all documentation requested by the Company relating to the distribution. If a Participant receives a distribution from the Plan under this Section, his or her current Deferral Election shall be cancelled, and he or she shall not be eligible to participate in this Plan or any other nonqualified deferred compensation plan maintained by the Company for a period of 12 months following the date of the distribution. The Participant may make a new Deferral Election during the next annual enrollment period following the conclusion of the 12-month period.

 

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5.4                                  Small Account Distributions . If a Participant’s Deferred Account balance is less than $10,000 on the date of Separation from Service, the Company shall distribute the entire Deferred Account balance in a lump sum to the Participant within 90 days following the Participant’s Separation from Service, regardless of the Participant’s Distribution Election, and the Participant shall have no further rights or benefits under this Plan.

 

5.5                                  Distributions Following Participant Death; Designation of Beneficiary . The Company shall make all payments to the Participant, if living. A Participant shall designate a beneficiary by filing a beneficiary designation in the form and manner prescribed by the Company. A Participant may change his or her beneficiary at any time by filing a new beneficiary designation in the form and manner prescribed by the Company. If a Participant dies either before benefit payments have commenced under this Plan or after his or her benefits have commenced but before his or her entire Deferred Account has been distributed, his or her designated beneficiary shall receive any benefit payments in accordance with the Participant’s Distribution Election. If no designation is in effect when any benefits payable under this Plan become due, the beneficiary shall be the spouse of the Participant, or if no spouse is then living, the Participant’s estate. The designated payment date for distributions under this Section shall be the date of the Participant’s death.

 

5.6                                  Effect of a Change in Control . The provisions of this Section 5.6 shall apply upon a Change in Control.

 

5.6.1                         Notwithstanding anything in this Plan to the contrary, after the third anniversary of a Change in Control, the imputed interest credited to Participants’ account balances under this Plan shall not be based on an annualized rate in excess of 100% of Moody’s.

 

5.6.2                         Payment of a Participant’s Deferred Account balance shall be made according to the Participant’s Distribution Election.

 

5.6.3                         Any Participant whose employment is involuntarily terminated for any reason other than disciplinary reasons within 3 months prior to the date of the Change in Control shall be deemed, solely for purposes of this Section 5.6, to be employed by the Company until the occurrence of the Change in Control and to have been terminated immediately thereafter.

 

5.7                                  Distributions Pursuant to a Domestic Relations Order .

 

5.7.1                         A domestic relations order relating to benefits under this Plan shall be reviewed by the Company’s senior human resources officer or his or her delegate. The individual shall determine whether the order satisfies the definition in Internal Revenue Code Section 414(p). The Company may establish procedures for reviewing and processing a domestic relations order similar to the processing of domestic relations orders under the Company’s qualified plans.

 

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5.7.2  The order must specify the name and last known mailing address and social security number of the Participant and each alternate payee. It must name the plan to which it applies. It must specify the percentage or amount of the Participant’s benefit which is payable to an alternate payee and the date as of which the amount or percentage is determined. The order cannot require the Plan to (a) pay any form of benefit not permitted under the Plan, (b) provide a benefit greater than the benefit to which the Participant is entitled, or (c) affect the benefits of another alternate payee with respect to whom a domestic relations order has previously been accepted by the Plan.

 

5.7.3  If the order is acceptable, a distribution to the alternate payee pursuant to the terms of the order shall be authorized as soon as administratively practicable without regard to the time distribution would be made to the affected Participant. If the order is not acceptable, that shall be communicated in writing to the Participant and the alternate payee, including identification of the provisions of the order that cause it to be unacceptable.

 

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, as described in Section 5.5.

 

6.2                                  Taxes . The Company shall deduct from all payments made under this Plan all applicable federal or state taxes required by law to be withheld.

 

6.3                                  Form of Communication . Deferral Elections and Distribution Elections shall be made as provided in Sections 4.2 through 4.7. Beneficiary designations shall be made as provided in Section 5.5. Any other 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 may prescribe. Such communication shall be effective upon receipt by the Company’s director of compensation and benefits at 1111 West Jefferson Street, PO Box 50, Boise, Idaho 83728.

 

6.4                                  Service Providers . The Company may, in its sole discretion, retain one or more independent entities to provide services to the Company in connection with the operation and administration of the Plan. Except as specifically delegated or assigned to any such entity in writing, the Company shall retain all discretionary authority under this Plan. No Participant or other person shall be a third party beneficiary with respect to, or have any rights or recourse under, any contractual arrangement between the Company and any such service provider.

 

7.                                        Amendment and Termination . The Committee may, at its sole discretion, amend or terminate the Plan at any time, provided that the amendment or termination

 

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shall not adversely affect the vested or accrued rights or benefits of any Participant without the Participant’s prior consent.

 

8.                                        Unsecured General Creditor . Except as provided in Section 9, 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. The 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 an unfunded and unsecured promise of the Company to pay money in the future.

 

9.                                        Deferred Compensation and Benefits Trust . Upon the occurrence of a Change in Control of the Company or at any time thereafter, the Company, in its sole discretion, may transfer to the DCB Trust cash, marketable securities, or other property acceptable to the trustee to pay the Company’s obligations under this Plan in whole or in part (the “Funding Amount”). Any cash, marketable securities, and other property so transferred shall be held, managed, and disbursed by the trustee subject to and in accordance with the terms of the DCB Trust. In addition, from time to time, the Company may make additional transfers of cash, marketable securities, or other property acceptable to the trustee as desired by the Company in its sole discretion to maintain or increase the Funding Amount with respect to this Plan. The assets of the DCB Trust, if any, shall be used to pay benefits under this Plan, except to the extent the Company pays such benefits. The Company and any successor shall continue to be liable for the ultimate payment of those benefits.

 

10.                                  Claims Procedure .

 

10.1                            In General . Claims for benefits under the Plan, other than claims for Disability benefits under Section 5.2.2, shall be filed in writing, within 90 days after the event giving rise to a claim, with the Company’s director of compensation and benefits, who shall have absolute discretion to interpret and apply the Plan, evaluate the facts and circumstances, and make a determination with respect to the claim in the name and on behalf of the Company. The claim shall include a statement of all facts the Participant believes relevant to the claim and copies of all documents, materials, or other evidence that the Participant believes relevant to the claim. Written notice of the disposition of a claim shall be furnished to the Participant within 90 days after the application is filed. This 90-day period may be extended an additional 90 days for special circumstances by the director of compensation and benefits, in his or her sole discretion, by providing written notice of the extension to the claimant prior to the expiration of the original 90-day period. If the claim is denied, the director shall notify the claimant in writing. This written notice shall:

 

·                                           state the specific reasons for the denial,

 

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·                                           refer to the provisions of the Plan on which the determination is based,

 

·                                           describe any additional material or information necessary for the claimant to perfect the claim and explain why the information is necessary,

 

·                                           explain how the claimant may submit the claim for review and state applicable time limits, and

 

·                                           state the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse determination on review.

 

10.2                            Disability Claims . Claims for Disability benefits under Section 5.2.2 of the Plan shall be filed in writing, within 90 days after the event giving rise to a claim, with the Company’s director of compensation and benefits, who shall have absolute discretion to interpret and apply the Plan, evaluate the facts and circumstances, and make a determination with respect to the claim in the name and on behalf of the Company. The claim shall include a statement of all facts the Participant believes relevant to the claim and copies of all documents, materials, or other evidence that the Participant believes relevant to the claim. Written notice of the disposition of a claim shall be furnished to the Participant within 45 days after the application is filed. This 45-day period may be extended for up to two additional 30-day periods by the director of compensation and benefits, in his or her sole discretion, in each case for reasons beyond the Plan’s control and by providing written notice of the extension to the claimant prior to the expiration of the current period. If additional information is needed from the Participant in order to make a decision on the claim, the director will notify the Participant of the information needed and the Participant will have 45 days to provide the requested information. If the claim is denied, the director shall notify the claimant in writing. This written notice shall:

 

·                                           state the specific reasons for the denial,

 

·                                           refer to the provisions of the Plan on which the determination is based,

 

·                                           describe any additional material or information necessary for the claimant to perfect the claim and explain why the information is necessary,

 

·                                           explain how the claimant may submit the claim for review and state applicable time limits,

 

·                                           if an internal rule or guideline was relied upon, state that an internal rule or guideline was relied upon and that a copy of the rule or guideline will be provided at no charge upon request,

 

13

 

·                                           if the denial is based on a medical necessity or experimental treatment exclusion, state that an explanation of the scientific or clinical judgment, applying the terms of the plan to the claimant’s circumstances, will be provided at no charge upon request, and

 

·                                           state the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse determination on review.

 

11.                                  Claims Review Procedure .

 

11.1                            In General . Any Participant, former Participant, or Beneficiary of either, who has been denied a benefit claim, other than a claim for Disability benefits under Section 5.2.2 of the Plan, shall be entitled, upon written request, to access to or copies of all documents and records relevant to his or claim, and to a review of his or her denied claim. A request for review, together with a written statement of the claimant’s position and any other comments, documents, records or information that the claimant believes relevant to his or her claim, shall be filed no later than 60 days after receipt of the written notification provided for in Section 10.1, and shall be filed with the Company’s director of compensation and benefits. The director shall promptly inform the Company’s senior human resources officer, who shall be the named fiduciary of the Plan for purposes of claim review. The senior human resources officer shall make his or her decision, in writing, within 60 days after receipt of the claimant’s request for review. This 60-day period may be extended an additional 60 days if, in the senior human resources officer’s sole discretion, special circumstances warrant the extension and if the senior human resources officer provides written notice of the extension to the claimant prior to the expiration of the original 60-day period. The written decision shall be final and binding on all parties and shall:

 

·                                           state the facts and specific reasons for the decision,

 

·                                           refer to the Plan provisions upon which the decision is based,

 

·                                           state that the Participant is entitled to receive at no charge and upon request reasonable access to and copies of all documents, records, and other information relevant to the claim, and

 

·                                           state the claimant’s right to bring an action under Section 502(a) of ERISA.

 

11.2                            Disability Claims . Any Participant, former Participant, or Beneficiary of either, who has been denied a claim for Disability benefits under Section 5.2.2 of the Plan, shall be entitled, upon written request, to access to or copies of all documents and records relevant to his or claim, and to a review of his or her denied claim. A request for review, together with a written statement of the claimant’s position and any other comments, documents, records or information that the claimant believes relevant to his

 

14

 

or her claim, shall be filed with the Company’s director of compensation and benefits no later than 180 days after receipt of the written notification provided for in Section 10.2. The director shall promptly inform the Company’s senior human resources officer, who shall be the named fiduciary of the Plan for purposes of claim review. The senior human resources officer shall make his or her decision, in writing, within 45 days after receiving the claimant’s request for review. This 45-day period may be extended an additional 45 days if special circumstances warrant the extension and if the senior human resources officer provides written notice of the extension to the claimant prior to the expiration of the original 45-day period. The written decision shall be final and binding on all parties and shall:

 

·                                           state the facts and specific reasons for the decision,

 

·                                           refer to the Plan provisions upon which the decision is based,

 

·                                           state that the Participant is entitled to receive at no charge and upon request reasonable access to and copies of all documents, records, and other information relevant to the claim,

 

·                                           indicate whether any rule, guideline, protocol or criterion was relied on in the decision and, if so, that a copy of such rule, guideline, protocol or criterion will be provided at no charge upon request,

 

·                                           if the denial is based on a medical necessity or experimental treatment exclusion, state that an explanation of the scientific or clinical judgment, applying the terms of the plan to the claimant’s circumstances, will be provided at no charge upon request, and

 

·                                           state the claimant’s right to bring an action under Section 502(a) of ERISA.

 

12.                                  Lawsuits, Jurisdiction, and Venue . No lawsuit claiming entitlement to benefits under this Plan may be filed prior to exhausting the claims and claims review procedures described in Sections 10 and 11. Any such lawsuit must be initiated no later than the earlier of (a) one year after the event(s) giving rise to the claim occurred or (b) 60 days after a final written decision was provided to the claimant under Section 11. Any legal action involving benefits claimed or legal obligations relating to or arising under this Plan may be filed only in Federal District Court in the city of Boise, Idaho. Federal law shall be applied in the interpretation and application of this Plan and the resolution of any legal action. To the extent not preempted by federal law, the laws of the state of Delaware shall apply.

 

13.                                  Effective Date of Plan . This Plan shall become effective as of October 29, 2004.

 

15

 

EXHIBIT A

 

INVESTMENT ACCOUNTS

 

Stable Value Account. Deferred Accounts allocated to this account shall be credited, while the Participant is actively employed with the Company, with imputed interest equal to an annualized rate of interest equal to 130% of Moody’s Composite Average of Yields on Corporate Bonds (“Moody’s”) as determined each month from Moody’s Bond Record (as 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 by the Company, in its sole discretion. Moody’s, for purposes of this Plan, shall be based for any given month on such published rate for the immediately preceding calendar month. Upon Separation from Service, Deferred Accounts allocated to this account shall be credited with either Moody’s times 130% or with Moody’s, as provided in Section 5.2 of the Plan.

 

16

 

APPENDIX A

Boise Cascade, L.L.C.

Form of Deferral Election Form

 

THIS DEFERRAL ELECTION FORM constitutes my election to participate in the Boise Cascade, L.L.C. 2004 Deferred Compensation Plan (the “Plan”), subject to the terms of the Plan. I acknowledge that the Company has designated me as a Participant in the Plan.

 

I acknowledge that the elections below will apply to (a) my Salary paid in 20___ and in successive years and (b) my Bonus earned in 20___ and paid in 20___ and in successive years unless I elect to change this deferral election as provided in the Plan . I will have the opportunity each year to make a different deferral election for the following year.

 

Compensation (Base Salary and Bonus) Deferral Election

 

o                         I do NOT elect to defer any of my Compensation (salary and bonus).

 

o                         I elect to defer ____% (minimum 6%, maximum ____%) of my cash Compensation (salary and bonus).

 

Additional Bonus Deferral Election

 

o                         I do NOT elect to defer any additional portion of my Bonus.

 

o                         I elect to defer an additional ____% (minimum 6%, cannot exceed 90% when added to the Compensation Deferral Election) of my Bonus.

 

Company Matching Contributions

 

o                         I do NOT elect to have matching contributions made to this Plan in lieu of any company matching contributions made to my account in the 401(k) plan.

 

o                         I elect to have matching contributions made to this Plan in lieu of any company matching contributions made to my account in the 401(k) plan.

 

The Company believes, but does not guarantee, that a deferral election made in accordance with the terms of the Plan is effective to defer the receipt of taxable income. The Company advises Participants to consult with an attorney or accountant familiar with the federal and state tax laws regarding the tax implications of this Deferral Election and the Plan.

 

 

Signed:
Date:				Printed Name:

 

17

 

Boise Cascade, L.L.C.

Form of Distribution Election Form

 

THIS DISTRIBUTION ELECTION FORM applies to my Deferred Account balance under the Boise Cascade, L.L.C. 2004 Deferred Compensation Plan (the “Plan”), which is incorporated into this agreement. I understand that this election is irrevocable except as provided in the Plan.

 

I elect the following form of distribution of my Deferred Account balance:

 

o                         Lump-sum payment.

 

o                         Monthly installment payments over a period of _____ years (not to exceed 15 years). Payments will be approximately equal in amount.

 

o                         Other. Describe in detail in an attachment.

 

I elect the following distribution beginning date :

 

o                         January 1 of the year following Separation from Service.

 

o                         The first of the month following the later of age 55 or Separation from Service.

 

o                         The first of the month following the later of age 65 or Separation from Service.

 

o                         The first of the month following the later of _____ (date) (cannot be later than age 65) or Separation from Service.

 

If I die before distributions from the Plan begin, the Company will pay my designated beneficiary the Deferred Account balance as:

 

o                         Lump-sum payment.

 

o                         Monthly installment payments over a period of _____ years (not to exceed 15 years). Payments will be approximately equal in amount.

 

o                         Other. Describe in detail below or in an attachment.

 

If I choose installment payments and I die after installment payments have begun, the Company will pay my designated beneficiary:

 

o                         The remaining installment payments.

 

o                         Lump sum of the remaining Deferred Account balance.

 

 

Signed:
Date:				Printed Name:

 

18

EXHIBIT 99.2

 

BOISE CASCADE, L.L.C.

 

SUPPLEMENTAL PENSION PLAN

 

(As Amended through December 12, 2007)

 

 

BOISE CASCADE, L.L.C.

SUPPLEMENTAL PENSION PLAN

 

ARTICLE I

 

1.                                        Purpose of the Plan . It is the policy of Boise Cascade, L.L.C. (the “Company”) to provide retirement benefits to eligible employees in accordance with the terms and conditions of the Company’s retirement plans. Under certain circumstances the effect of federal and state tax laws may preclude payment of full benefits to which an employee is otherwise entitled out of the assets of the Company’s retirement plans qualified under Section 401 of the Internal Revenue Code of 1986, as amended. In addition, the election of certain employees to voluntarily defer receipt of otherwise taxable and pensionable compensation may have the effect of reducing the amount of retirement benefits which such employees would otherwise be entitled to receive out of the Company’s tax-qualified retirement plans. In order to ensure that employees of the Company receive the full retirement benefits earned during the course of their employment with the Company, the Company will provide benefits as described in this Plan.

 

ARTICLE II

 

2.                                        Definitions .

 

2.1                                  “Act” means the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.

 

2.2                                  “Closing Date” means October 29, 2004.

 

2.3                                  “Code” means the Internal Revenue Code of 1986, as amended from time to time.

 

2.4                                  “Company” means Boise Cascade, L.L.C., and any of its subsidiaries or affiliated business entities participating in the Pension Plan.

 

2.5                                  “Compensation” means a Participant’s compensation as defined in the Pension Plan, but without regard to any limitations required by Section 401(a)(17) of the Code, and including amounts voluntarily deferred at the Participant’s election under any of the nonqualified deferred compensation plans of the Company.

 

2.6                                  “Effective Date” means October 29, 2004.

 

2.7                                  “Frozen Benefit” means the monthly benefit that would have been paid to a Transferred Participant under the Boise Cascade Corporation Supplemental Pension Plan (As Amended Through September 26, 2003) as if such participant had

 

1

 

been eligible to retire with a fully vested benefit and had retired under the terms of the Boise Cascade Corporation Pension Plan for Salaried Employees as of the day before the Closing Date. In the event that the Boise Cascade Corporation Supplemental Pension Plan is terminated prior to the payment of any benefits under this Plan and a Participant receives a payout of his or her benefits under such terminated plan, such payout (or the actuarial equivalent thereof) shall be the Frozen Benefit.

 

2.8                                  “Maximum Benefit” means the monthly equivalent of the maximum benefit permitted by the Code to be paid to a participant in the Company’s Pension Plan, taking into account all limitations required by the Code in order for the Pension Plan to retain its qualified status under Section 401 of the Code.

 

2.9                                  “Participant” means any Transferred Participant who is an active Participant in the Pension Plan on or after the Effective Date and whose pension benefits determined on the basis of the provisions of the Pension Plan, without regard to the limitations of the Code, would exceed the Maximum Benefits permitted under the Code.

 

2.10                            “Pension Plan” means the Boise Cascade, L.L.C. Pension Plan for Salaried Employees, as amended from time to time.

 

2.11                            “Plan” means the Boise Cascade, L.L.C. Supplemental Pension Plan, as amended from time to time, which shall be an unfunded plan providing benefits for a select group of senior management or highly compensated employees of the Company.

 

2.12                            “Plan Administrator” means the individual(s) designated by the Company as the Plan Administrator for purposes of compliance with the requirements of the Act.

 

2.13                            Separation from Service . The Participant’s ceasing to be employed by the Company for any reason whatsoever, whether voluntarily or involuntarily, including without limitation by reason of early retirement, normal retirement, or death, provided that transfer from the Company to a subsidiary or vice versa shall not be deemed a Separation from Service for purposes of this Plan. A Separation from Service shall also occur if (a) the Participant is on a leave of absence that exceeds 6 months and the Participant does not have a statutory or contractual right of reemployment, in which case, Separation from Service shall be deemed to have occurred on the first day following the 6-month period, (b) the Participant is on a leave of absence that exceeds 6 months and the Participant’s statutory or contractual right of reemployment ends, in which case Separation from Service shall be deemed to have occurred on the first day following the end of the right of reemployment, or (c) the Company and the Participant reasonably anticipate that the level of services the Participant will perform for the Company (whether as an employee or an independent contractor) will permanently decrease to 20% or less of the average level of services performed for the Company over the preceding 36 months. Determination of whether a

 

2

 

Separation from Service has occurred will be made subject to the facts and circumstances of each situation and will comply with Internal Revenue Code Section 409A.

 

2.14                            “Transferred Participant” means any employee of the Company who was an active participant in the Boise Cascade Corporation Pension Plan for Salaried Employees, as amended from time to time, immediately before the Closing Date and whose pension benefits determined on the basis of the provisions of such plan, without regard to the limitations of the Code, would exceed the monthly equivalent of the maximum benefit permitted by the Code to be paid to a participant in such plan, taking into account all limitations required by the Code in order for such plan to retain its qualified status under Section 401 of the Code.

 

2.15                            “Unrestricted Benefit” means the maximum monthly normal, early, or deferred vested (or disability) retirement benefit, whichever is applicable, which a Participant has earned, calculated in accordance with the benefit formula under the Pension Plan and determined without regard to any limitations imposed by the Code, including but not limited to limitations under Code Sections 401(a)(17) and 415. The amount of the Unrestricted Benefit shall be based on a Participant’s Compensation as defined in this Plan.

 

2.16                            All capitalized terms used herein not otherwise defined shall have the meaning ascribed to such terms under the Pension Plan.

 

ARTICLE III

 

3.                                        Benefits .

 

3.1                                  Normal Retirement Benefit . Upon the Normal Retirement of a Participant, as defined in the Pension Plan, a Participant shall be entitled to a monthly benefit under this Plan equal in amount to his or her Unrestricted Benefit minus (i) the Maximum Benefit and (ii) the Frozen Benefit. If the calculations made pursuant to this section produce no monthly benefits for a Participant, then this Plan shall not apply to that Participant.

 

3.2                                  Early Retirement Benefit . Upon the early retirement of a Participant as provided under the Pension Plan, such Participant shall be entitled to a monthly benefit under this Plan equal to his or her Unrestricted Benefit minus (i) the Maximum Benefit and (ii) the Frozen Benefit. If the calculations made pursuant to this section produce no monthly benefits for a Participant, then this Plan shall not apply to that Participant.

 

3.3                                  Deferred Vested Retirement Benefit . If a Participant terminates employment with the Company and is entitled to a deferred vested retirement benefit provided under the Pension Plan, such Participant shall be entitled to a monthly benefit

 

3

 

under this Plan equal to his or her Unrestricted Benefit minus (i) the Maximum Benefit and (ii) the Frozen Benefit. If the calculations made pursuant to this section produce no monthly benefits for a Participant, then this Plan shall not apply to that Participant.

 

3.4                                  Spousal Pension Benefit . Subject to Section 3.5 below, on the death of a Participant whose spouse is eligible for a pre- or post-retirement surviving spouse benefit under the Pension Plan, the Participant’s surviving spouse shall be entitled to a monthly benefit equal to the surviving spouse benefit determined in accordance with the provisions of the Pension Plan without regard to the limitations under the Code, minus (i) the Maximum Benefit and (ii) the Frozen Benefit. If the calculations made pursuant to this section produce no monthly benefits for a Participant’s surviving spouse, then this Plan shall not apply to that surviving spouse.

 

3.5                                  Forms of Benefit Payment .

 

(a)                                   If on the date of a Participant’s Separation from Service, his or her accrued vested benefit under this Plan is less than $10,000 in present value (calculated in accordance with present value determinations under the Pension Plan), such benefit shall be distributed in a lump sum on February 1 of the calendar year following the year in which Separation from Service occurred.

 

(b)                                  If on the date of a Participant’s Separation from Service, his or her accrued vested benefit under this Plan is equal to or greater than $10,000 in present value (calculated in accordance with present value determinations under the Pension Plan), such benefit shall be distributed in a lump sum on February 1 of the calendar year following the year in which Separation from Service occurred, unless the Participant, within 30 days after the first day of the Participant’s taxable year immediately following the first year the Participant accrues a benefit hereunder, elects to have his or her benefit paid in monthly installments over a period not to exceed 15 years, commencing upon the later of Separation from Service or a date specified by the Participant which date shall not be later than the first of the month following the Participant’s 65th birthday. Payment elections are irrevocable at the end of the 30 day election period. Notwithstanding the foregoing, any Participant who has an accrued vested benefit under this Plan as of November 1, 2007, may specify in writing a new payment election on or before December 31, 2007, provided that such election may apply only to amounts that would not otherwise be payable in 2007 and further provided that such election may not cause an amount to be paid in 2007 that would not otherwise be payable in 2007. This election shall not be available to any Participant whose benefit payment will have commenced as of December 31, 2007.

 

(c)                                   For purposes of this Section 3.5, the calculation of whether a Participant’s accrued vested benefit exceeds $10,000 shall be net of any Maximum Benefit or Frozen Benefit to which a Participant is entitled.

 

3.6                                  Taxes . The Company shall deduct from all payments made under this Plan all applicable federal or state taxes required by law to be withheld.

 

4

 

ARTICLE IV

 

4.                                        Plan Administration .

 

4.1                                  Administrator . The Plan shall be administered by the Company, acting through its Plan Administrator, which shall have complete and unrestricted authority to interpret the Plan and issue such administrative rules and procedures as it deems appropriate, in its sole discretion. The Plan Administrator shall have the duty and responsibility of maintaining records, making the requisite calculations, and disbursing the payments hereunder. The Plan Administrator’s interpretations, determinations, procedures, and calculations shall be final and binding on all persons and parties concerned.

 

4.2                                  Amendment and Termination . The Company, acting through the Executive Compensation Committee of the Board of Managers of Boise Cascade Holdings, L.L.C., may amend or terminate the Plan at any time, provided, however, that no such amendment or termination shall adversely affect a benefit to which a Participant or his or her beneficiary is entitled under Article III prior to the effective date of such amendment or termination unless such Participant or beneficiary becomes entitled to an amount equal to such benefit under another plan or policy adopted by the Company.

 

4.3                                  Payments and Setoff . The Company will pay all benefits arising under this Plan and all costs, charges, and expenses relating hereto. The Company shall have the right to withhold and deduct from payments due hereunder to any Participant any amounts owed by the Participant to the Company or its affiliates.

 

4.4                                  Nonassignability of Benefits . The benefits payable hereunder or the right to receive future benefits under the Plan may not be anticipated, alienated, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefit becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Plan Administrator which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate, in its sole discretion.

 

4.5                                  Status of Plan . The benefits under this Plan shall not be funded but shall constitute liabilities by the Company payable when due.

 

4.6                                  Employment Not Guaranteed . This Plan is not intended to and does not create a contract of employment in any manner. Employment with the Company is at will, which means that either the employee or the Company may end the employment relationship at any time and for any reason. Nothing in this Plan changes or should be construed as changing that at-will relationship.

 

5

 

4.7                                  Applicable Law . All questions pertaining to the construction, validity, and effect of this Plan shall be determined in accordance with the laws of the United States and, to the extent not preempted by such laws, by the laws of the state of Idaho.

 

4.8                                  Deferred Compensation and Benefits Trust . Upon the occurrence of a Change in Control of the Company (as defined in the Company’s Deferred Compensation and Benefits Trust (the “DCB Trust”)), or at any time thereafter, the Company, in its sole discretion, may transfer to the DCB Trust cash, marketable securities, or other property acceptable to the trustee to pay the Company’s obligations under this Plan in whole or in part (the “Funding Amount”). Any cash, marketable securities, and other property so transferred shall be held, managed, and disbursed by the trustee subject to and in accordance with the terms of the DCB Trust. In addition, from time to time, the Company may make additional transfers of cash, marketable securities, or other property acceptable to the trustee as desired by the Company in its sole discretion to maintain or increase the Funding Amount with respect to this Plan. The assets of the DCB Trust, if any, shall be used to pay benefits under this Plan, except to the extent the Company pays such benefits. The Company and any successor shall continue to be liable for the ultimate payment of those benefits.

 

4.9                                  Appeals Procedure . Claims for benefits under this Plan shall be subject to determination and review by the Company. If any Participant disagrees with the Company’s determination of benefits hereunder, the Participant shall have the right to appeal the Company’s determination in accordance with procedures adopted by the Company applicable to appeals under the Pension Plan.

 

6

EXHIBIT 99.3

 

BOISE CASCADE, L.L.C.

 

SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVE OFFICERS

 

(As Amended through December 12, 2007)

 

 

BOISE CASCADE, L.L.C.

SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVE OFFICERS

 

ARTICLE I – PURPOSE OF THE PLAN

 

The purpose of this Supplemental Early Retirement Plan for Executive Officers (the “Plan”) is to facilitate the orderly succession of Executive Officers with continuity of management by providing additional Early Retirement Benefits for the Executive Officers.

 

ARTICLE II – DEFINITIONS

 

2.1            “ Board .”  The term Board shall mean the Board of Managers of Boise Cascade Holdings, L.L.C.

 

2.2            “ Change in Control .”  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 representing 25% 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; provided, however, if such Person acquires securities directly from the Company, such securities shall not be included unless such Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company’s then-outstanding shares of common stock or the combined voting power of the Company’s then-outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or

 

(b)            The following individuals cease for any reason to constitute at least a majority of the number of managers (i.e., director equivalents for limited liabilities companies) then serving:  individuals who, on the date hereof, constitute the Board and any new manager (other than a manager 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 managers of the Board) 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 of the managers then still in office who either were managers on the date hereof or whose appointment, election, or nomination for election was previously so approved (the “Continuing Managers”); or

 

(c)            The consummation of a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) with any other corporation other than (i) a merger or consolidation which would result in both (a) Continuing Managers continuing to constitute at least a majority of the number of

 

 

directors (or director-equivalents) of the combined entity immediately following consummation of such merger or consolidation, and (b) 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) more than 50% 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 representing 25% 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; provided that securities acquired directly from the Company shall not be included unless the Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company’s then-outstanding shares of common stock or the combined voting power of the Company’s then-outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or

 

(d)            The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or the consummation of 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, more than 50% 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.

 

A transaction described in Section 2.2(c) which is not a Change in Control of the Company solely due to the operation of Subsection 2.2(c)(i)(a) will nevertheless constitute a Change in Control of the Company if the Board determines, prior to the consummation of the transaction, that there is not a reasonable assurance that, for at least two years following the consummation of the transaction, at least a majority of the members of the board of directors (or director equivalent) of the surviving entity or any parent will continue to consist of Continuing Managers and individuals whose election or nomination for election by the shareholders of the surviving entity or any parent would be approved by a vote of at least two-thirds of the Continuing Managers and individuals whose election or nomination for election has previously been so approved.

 

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) 

 

2

 

and 14(d) thereof, except that “Person” 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, (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, or (v) an individual, entity or group that is permitted to and does report its beneficial ownership of securities of the Company on Schedule 13G under the Exchange Act (or any successor schedule), provided that if the individual, entity or group later becomes required to or does report its ownership of Company securities on Schedule 13D under the Exchange Act (or any successor schedule), then the individual, person or group shall be deemed to be a Person as of the first date on which the individual, person or group becomes required to or does report its ownership on Schedule 13D.

 

2.3            “ Closing Date .”  October 29, 2004.

 

2.4            “ Committee .”  The Compensation Committee of the Board of Managers of Boise Cascade Holdings, L.L.C. or, in the absence of such a committee, the Retirement Committee appointed by such board, which, in addition to its other duties and responsibilities, shall have the duties and responsibilities set out in Article V of this Plan.

 

2.5            “ Company .”  Boise Cascade, L.L.C., a limited liability company organized and existing under the laws of the state of Delaware, or its successor or successors.

 

2.6            “ 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 or any subsidiary, partnership, or joint venture of the Company. The determination of whether a business is a Competitor shall be made by the Company’s General Counsel, in his or her sole discretion.

 

2.7            Construction . Except to the extent preempted by federal law, this Plan shall be construed according to the laws of the state of Idaho. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan, not to any particular provision or section.

 

2.8            “ Deferred Compensation and Benefits Trust .”  The irrevocable trust (the “DCB Trust”) which may be established by the Company with an independent trustee 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.

 

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2.9            “ Early Retirement .”  The termination of employment of an Executive Officer prior to his or her Normal Retirement Date but after the Executive Officer has completed 10 or more years of service and has reached the age of at least 58 years (or, for Executive Officers elected as such by Boise Cascade Corporation prior to June 1, 2004, 55 years).

 

2.10          “ Early Retirement Benefits .”  The benefits that will be paid to an Executive Officer who retires from the Company under the provisions of this Plan.

 

2.11          “ Early Retirement Date .”  The date of an Executive Officer’s Early Retirement, as defined in Section 2.8.

 

2.12          “ Effective Date .”  October 29, 2004, or the date this Plan becomes effective as established by the Board, whichever is later.

 

2.13          “ Executive Officer .”  A Transferred Executive Officer who has been duly elected by the Board to serve as an executive officer of the Company in accordance with the Company’s bylaws but not including assistant treasurers or assistant secretaries.

 

2.14          “ Involuntary Retirement .”  The termination of employment of an Executive Officer by action of the Company or the Board prior to an Executive Officer’s Normal Retirement Date but after the Executive Officer has completed 10 or more years of service and has reached the age of at least 58 years (or, for Executive Officers elected as such by Boise Cascade Corporation prior to June 1, 2004, 55 years).

 

2.15          “ Normal Retirement Date .” The first day of the month on or after an Executive Officer’s 65th birthday.

 

2.16          “ Salaried Plan .”  The Boise Cascade, L.L.C. Pension Plan for Salaried Employees and the Boise Cascade, L.L.C. Supplemental Pension Plan as they currently are in effect and as amended from time to time after the Effective Date of this Plan.

 

2.17          “ Transferred Executive Officer .”  An employee who has been duly elected by the Board to serve as an executive officer of the Company in accordance with the Company’s bylaws (but not including assistant treasurers or assistant secretaries), and who had been a participant in the Boise Cascade Corporation Supplemental Early Retirement Plan for Executive Officers immediately prior to the Closing Date.

 

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ARTICLE III – ELIGIBILITY FOR EARLY RETIREMENT BENEFITS

 

3.1            Eligibility . An Executive Officer (i) with 10 or more years of service with the Company, as defined in the Salaried Plan; (ii) who has served as an Executive Officer of the Company for at least 5 full years measured from the date of his or her election to such office; and (iii) whose employment with the Company is terminated through Involuntary Retirement, or who elects Early Retirement, shall receive the Early Retirement Benefits as set forth in Article IV hereof; provided, however, if an Executive Officer’s employment is terminated for “disciplinary reasons,” as that term is used in the Company’s Corporate Policy 10.2, Termination of Employment, as amended from time to time, such Executive Officer shall not be eligible to receive any benefits under this Plan. For purposes of this Plan, an Executive Officer’s years of service with the Company shall include his or her years of service with Boise Cascade Corporation, and an Executive Officer’s years of service as an Executive Officer of the Company shall include his or her years of service as an Executive Officer of Boise Cascade Corporation.

 

3.2            Notice . If an Executive Officer is required to take Involuntary Retirement under this Plan, he or she 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 elect Early Retirement shall notify the Company of his or her decision, in writing, at least 30 days in advance of the Early Retirement Date.

 

ARTICLE IV – EARLY RETIREMENT BENEFITS

 

4.1            Computation of Early Retirement Benefits . The Early Retirement Benefits payable to any Executive Officer who is eligible for such benefits under Section 3.1 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 in the form of a single life annuity 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, provided, however, that any such Early Retirement Benefits shall exclude the amounts of any such benefits that are based on or relate to years of service performed for Boise Cascade Corporation and that are payable under either the Boise Cascade Corporation Spun-off Pension Plan for Salaried Employees or the Boise Cascade Corporation Supplemental Early Retirement Plan for Executive Officers or would have been payable under such plans as of the day before the Closing Date if all vesting and eligibility provisions thereunder are deemed to have been met. To the extent that the Boise Cascade Corporation Supplemental Early Retirement Plan for Executive Officers is terminated and participants thereunder are paid out in a lump sum in connection with such termination prior to the payment of benefits under this Plan, such lump sum (or its actuarial equivalent) shall be excluded from the benefits payable under this Section 4.1.

 

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If the calculations made pursuant to this section produce no Early Retirement Benefits for an Executive Officer, then this 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.

 

4.2            Manner and Adjustment of Payment . The Early Retirement Benefits, as computed in Section 4.1 and as provided hereunder, shall, except as provided in Section 4.5, 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 form of a single life annuity until the earlier of the Participant’s death or the date the Participant reaches age 65. Payment of Early Retirement Benefits shall commence as soon as practicable following the Participant’s Early Retirement or Involuntary Retirement. For purposes of Section 409A of the Internal Revenue Code, the date of the Participant’s Early Retirement or Involuntary Retirement shall be the “designated payment date.”

 

4.3            Executive Officer Not to Compete . If an Executive Officer who is receiving Early Retirement Benefits hereunder and who has not yet reached his or her 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 Plan. The Company may, in its discretion, consent to an Executive Officer’s rendering services to a Competitor, and if it does 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 Plan.

 

4.4            Supplemental Survivor’s Retirement Benefit . If an Executive Officer terminates employment at any age by reason of death, his or her 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 payable under this section 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 Plan and the Salaried Plan if the Executive Officer, without regard to the requirements of Section 3.1 of this Plan, had elected early retirement on the date of his or her death and had elected to receive benefits in the form of a 100% Joint and Survivor Annuity with the spouse as joint annuitant, provided that if the Executive Officer dies prior to reaching age 55, the otherwise unreduced benefit payable under this Plan shall be actuarially reduced to reflect the Executive Officer’s age at death. Payment of this benefit shall commence as soon as practicable following the Participant’s death. For purposes of Section 409A of the Internal Revenue Code, the date of the Participant’s death shall be the “designated payment date.”  A surviving spouse shall not be eligible for a supplemental survivor’s

 

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benefit under this Plan unless the spouse is eligible for a survivor’s benefit under the terms of the Salaried Plan.

 

Notwithstanding the foregoing, any benefits received pursuant to this section shall exclude the amounts of any such benefits that are based on or relate to an Executive Officer’s years of service performed for Boise Cascade Corporation and that are payable under either the Boise Cascade Corporation Spun-off Pension Plan for Salaried Employees or the Boise Cascade Corporation Supplemental Early Retirement Plan for Executive Officers or would have been payable under such plans as of the day before the Closing Date if all vesting and eligibility provisions thereunder are deemed to have been met. To the extent that the Boise Cascade Corporation Supplemental Early Retirement Plan for Executive Officers is terminated and participants and surviving spouses thereunder are paid out in a lump sum in connection with such termination prior to the payment of benefits under this Plan, such lump sum (or its actuarial equivalent) shall be excluded from the benefits payable under this Section 4.4.

 

4.5            Deferred Compensation and Benefits Trust . Upon the occurrence of a Change in Control of the Company or at any time thereafter, the Company, in its sole discretion, may transfer to the DCB Trust cash, marketable securities, or other property acceptable to the trustee to pay the Company’s obligations under this Plan in whole or in part (the “Funding Amount”). Any cash, marketable securities, and other property so transferred shall be held, managed, and disbursed by the trustee subject to and in accordance with the terms of the DCB Trust. In addition, from time to time, the Company may make additional transfers of cash, marketable securities, or other property acceptable to the trustee as desired by the Company in its sole discretion to maintain or increase the Funding Amount with respect to this Plan. The assets of the DCB Trust, if any, shall be used to pay benefits under this Plan, except to the extent the Company pays such benefits. The Company and any successor shall continue to be liable for the ultimate payment of those benefits.

 

ARTICLE V — DUTIES

 

5.1            Committee’s Powers . Except as otherwise provided in the 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 Plan to Be Furnished . The Committee shall furnish a copy of this Plan to all Executive Officers of the Company who are or become entitled to be covered under this Plan as eligible Executive Officers.

 

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5.3            Records . The Committee shall keep a complete record of all its proceedings and all data necessary for administration of the Plan.

 

5.4            Appeal Procedure . If any Executive Officer feels aggrieved by any decision of the Committee concerning his or her 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 or her benefits hereunder, the Executive Officer can request the Executive Compensation Committee of the Board to review his or her case. The request for hearing must be made in writing within 60 days from the date of the Committee’s decision. The Executive Compensation Committee of the Board shall review said decision within 4 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 or her rights hereunder, the Company shall provide, upon the written request of the Executive Officer, specific written reasons for its decision. If the Executive Officer is not satisfied with the Company’s decision with respect to his or her rights, the Executive Officer can request the Executive Compensation Committee of the Board to review his or her case. The Executive Officer’s request must be made within 60 days of the mailing of the Company’s written decision, and the Executive Compensation Committee of the Board will handle the review in the same manner as set forth above with respect to appeals from Committee decisions.

 

ARTICLE VI – AMENDMENT AND TERMINATION

 

6.1            Amendment . To provide for contingencies which may require the clarification, modification, or amendment of this Plan, the Company reserves the right to amend this 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 Plan, to retire early. Further, prior to any amendment of the 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 or her 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 Plan indefinitely. Nonetheless, the Company reserves the right, at any time, to terminate the Plan; provided, however, no termination shall affect any benefits previously granted hereunder to an Executive Officer who elected or was required,

 

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pursuant to this 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 proposed termination and of his or her option to elect, prior to the termination, to take early retirement under this Plan prior to the effective date of the termination.

 

ARTICLE VII — 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, nor shall any Executive Officer have any right to transfer, assign, encumber, or otherwise alienate any of the benefits or proceeds which he or she may expect to receive, contingently or otherwise, under this 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 or its affiliates that were incurred prior to the Executive Officer’s Early Retirement Date.

 

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EXHIBIT 99.4

 

FINANCIAL COUNSELING PROGRAM

(As Amended through December 12, 2007)

 

The company shall provide financial counseling benefits to its officers, as described in this program.

 

WHO IS ELIGIBLE

 

Elected officers of Boise Cascade, L.L.C. are eligible for benefits under this program. Spouses and dependents are not eligible.

 

WHAT THE POLICY COVERS

 

Expenses incurred by eligible officers for covered financial counseling services provided by a professional of the officer’s choice will be reimbursed or paid. Reimbursements and payments will be “grossed up” for taxes. The amount available under the program, including the tax gross-up amount, is a maximum of $5,000 each calendar year. Unused amounts up to one year’s allowance ($5,000) may be carried over from year to year.

 

The program provides reimbursement or payment (up to the $5,000 limit, including tax gross-up) for the following covered services:

 

·                   Investment planning

·                   Tax preparation

·                   Tax planning & compliance

·                   Estate planning

 

These services may involve several providers, including accountants, lawyers, and/or investment counselors.

 

WHAT THE POLICY DOES NOT COVER

 

Expenses for items in the following list are not covered under the policy:

 

·                   Services rendered prior to the date an individual became eligible for coverage under this program.

·                   Services rendered for ineligible individuals (e.g., tax preparation charges for a dependent’s tax return).

 

HOW TO FILE A CLAIM

 

Invoices for received services should be approved by the officer with his or her signature and sent to the director of compensation and benefits in Boise, Idaho,

 

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together with a request to either pay the provider directly (if the officer has not already paid) or reimburse the officer (if the officer has already paid). Properly submitted invoices will be paid as soon as practical, but in any event no later than March 15 of the year following the year in which the invoice was submitted.

 

PROGRAM ADMINISTRATION

 

If a dispute or disagreement arises regarding terms of coverage or benefits provided under this policy, the officer must send a written notice of dispute to the director of compensation and benefits. The company has the sole authority to make final determinations regarding any claim for benefits and the interpretation of this program.

 

TAXABILITY

 

All benefits paid under this policy are considered taxable income to the officer, are subject to tax withholding requirements, and will be reflected in Form W-2 earnings.

 

MISCELLANEOUS

 

The company reserves the right to change, modify or discontinue the benefits offered under this program at any time. Eligible officers do not have any ongoing rights to any benefit other than reimbursement/payment for covered expense incurred before the date of the change, modification or discontinuance.

 

Neither this program nor any of the company’s other policies or benefits programs should be considered a contract for purposes of employment or payment of benefits. Employment with Boise is “at will” and may be terminated at any time, with or without cause, by the employee or the company.

 

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