[New Standard Form of Severance Contract for Officers]
[ ]
As amended through February 7, 1992
[ ]
Dear [ ]:
Boise Cascade Corporation (the "Company") considers it
essential to the best interests of its stockholders to foster the
continuous employment of key management personnel. In this
connection, the Board of Directors of the Company (the "Board")
recognizes that, as is the case with many publicly held cor-
porations, the possibility of a change in control may exist and
that such possibility, and the uncertainty and questions which it
may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Company
and its stockholders.
The Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including
yourself, to their assigned duties without distraction in the face
of potentially disturbing circumstances arising from the
possibility of a change in control of the Company, although no such
change is now contemplated.
In order to induce you to remain in the employ of the Company
and in consideration of your agreement set forth in Section 2(ii)
hereof, the Company agrees that you shall receive the severance
benefits set forth in this letter agreement in the event your
employment with the Company is terminated subsequent to a "change
in control of the Company" (as defined in Section 2 hereof) under
the circumstances described below.
1. Term of Agreement. This Agreement shall commence on the
date hereof and shall continue in effect through [ ];
provided, however, that commencing on [ ], and each
January 1 thereafter, the term of this Agreement shall
automatically be extended so as to terminate on the third
anniversary of such date, unless, not later than September 30 of
the preceding year, the Company shall have given notice not to
extend this Agreement; provided, however, if a change in control
of the Company as defined in Section 2 hereof shall have occurred
during the term of this Agreement, this Agreement shall continue
in effect for a period of not less than twenty-four months beyond
the month in which such change in control of the Company occurred.
2. Change in Control.
(i) No benefits shall be payable hereunder unless there
shall have been a change in control of the Company, as set forth
below, and your employment by the Company shall thereafter have
been terminated in accordance with Section 3 below. For purposes
of this Agreement, a "change in control of the Company" shall mean
a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended
("Exchange Act"), or any successor provisions, whether or not the
Company is then subject to such reporting requirement; provided
that, without limitation, such a change in control shall be deemed
to have occurred if (A) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than the
Company or an employee benefit plan maintained by the Company, is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of
the Company's then outstanding securities; or (B) during any period
of two consecutive years, individuals who at the beginning of such
period constitute the Board, including for this purpose any new
director whose election or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning
of the period, cease for any reason to constitute a majority
thereof.
(ii) For purposes of this Agreement, a "potential change
in control of the Company" shall be deemed to have occurred if (A)
the Company enters into an agreement, the consummation of which
would result in the occurrence of a change in control of the
Company, (B) any person (including the Company) publicly announces
an intention to take or to consider taking actions which if
consummated would constitute a change in control of the Company;
(C) any person becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 9.5% or more
of the combined voting power of the Company's then outstanding
securities; or (D) the Board of Directors adopts a resolution to
the effect that a potential change in control of the Company for
purposes of this Agreement has occurred. You agree that, subject
to the terms and conditions of this Agreement, in the event of a
potential change in control of the Company, you will at the option
of the Company remain in the employ of the Company for a period of
six months from the occurrence of the first such potential change
in control of the Company.
3. Termination Following Change in Control. If any of the
events described in Section 2 hereof constituting a change in
control of the Company shall have occurred and be continuing, you
shall be entitled to the benefits provided in Section 4 hereof upon
the subsequent termination of your employment during the term of
this Agreement unless such termination is (A) because of your
death, (B) by the Company for Cause or Disability or (C) by you
other than for Good Reason.
(i) Disability. If, as a result of your incapacity due
to physical or mental illness, you shall have been absent from your
duties with the Company on a full-time basis for six consecutive
months, and within thirty days after written notice of termination
is given you shall not have returned to the full-time performance
of your duties, the Company may terminate your employment for
"Disability."
(ii) Cause. Termination by the Company of your
employment for "Cause" shall mean termination upon (A) the willful
and continued failure by you to substantially perform your duties
with the Company (other than any such failure resulting from your
incapacity due to physical or mental illness or any such actual or
anticipated failure resulting from your termination for Good
Reason), after a demand for substantial performance is delivered
to you by the Board which specifically identifies the manner in
which the Board believes that you have not substantially performed
your duties, or (B) the willful engaging by you in conduct which
is demonstrably and materially injurious to the Company, monetarily
or otherwise. For purposes of this Subsection, no act, or failure
to act, on your part shall be considered "willful" unless done, or
omitted to be done, by you not in good faith and without reasonable
belief that your action or omission was in the best interest of the
Company. Notwithstanding the foregoing, you shall not be deemed
to have been terminated for Cause unless and until there shall have
been delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board called and held
for the purpose (after reasonable notice to you and an opportunity
for you, together with your counsel, to be heard before the Board),
finding that in the good faith opinion of the Board you were guilty
of conduct set forth above in clauses (A) or (B) of the first
sentence of this Subsection and specifying the particulars thereof
in detail.
(iii) Good Reason. You shall be entitled to terminate
your employment for Good Reason. For purposes of this Agreement,
"Good Reason" shall, without your express written consent, mean:
(A) The assignment to you of any duties incon-
sistent with your status as an Executive Officer of the Company or
a substantial alteration in the nature or status of your
responsibilities from those in effect immediately prior to a change
in control of the Company;
(B) The disposition of the business of the Company
for which your services are principally performed by the Company
pursuant to a partial or complete liquidation of the Company, a
sale of assets (including stock of a subsidiary) of the Company,
or otherwise, unless such disposition has been approved by the
Board, a majority of the members of which were members of the Board
immediately prior to the change in control;
(C) A reduction by the Company in your annual base
salary as in effect on the date hereof or as the same may be
increased from time to time, except for across-the-board salary
reductions similarly affecting all executives of the Company and
all executives of any person in control of the Company;
(D) The Company's requiring you to be based
anywhere other than in the metropolitan area in which you were
based immediately prior to a change in control, except for required
travel on the Company's business to an extent substantially
consistent with your present business travel obligations; and
except for relocation to Boise, Idaho, approved by the Board, a
majority of the members of which were members of the Board
immediately prior to the change in control;
(E) The failure by the Company to continue in
effect any compensation plan in which you were participating
immediately prior to the change in control, including but not
limited to your participation, if any, in the Company's Key
Executive Performance Plan for Executive Officers (the "KEPP"),
1982 and 1986 Executive Officer Deferred Compensation Plans, the
1987 Key Executive Deferred Compensation Plan (the "Deferred
Compensation Plans"), the 1984 Key Executive Stock Option Plan (the
"1984 Stock Option Plan"), or any substitute or additional plans
adopted prior to the change in control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan in connection with the
change in control of the Company, or unless the plan has expired
in accordance with its terms in effect immediately prior to the
change in control; or the failure by the Company to continue your
participation therein;
(F) The failure by the Company to continue to
provide you with benefits substantially similar to those enjoyed
by you under any of the Company's pension, life insurance, medical,
health and accident, or disability plans, including, without
limitation, the Company's Split-Dollar Life Insurance Plan ("Split-
Dollar Plan"), and the Supplemental Early Retirement Plan for
Executive Officers ("Early Retirement Plan"), the Pension Plan for
Salaried Employees (the "Qualified Plan"), the Savings and
Supplemental Retirement Plan (the "SSRP"), the Supplemental
Retirement Programs (the "Excess Benefit Plans"), and any other
nonqualified pension agreement between you and the Company, in
which you may have been participating at the time of a change in
control of the Company, the taking of any action by the Company
which would directly or indirectly materially reduce any of such
benefits or deprive you of any material fringe benefit enjoyed by
you at the time of the change in control of the Company, or the
failure by the Company to provide you with the number of paid
vacation days to which you are entitled on the basis of years of
service with the Company in accordance with the Company's normal
vacation policy in effect at the time of the change in control;
(G) The failure of the Company to obtain a
satisfactory agreement from any successor to assume and agree to
perform this Agreement, as contemplated in Section 7 hereof; or
(H) Any purported termination of your employment
which is not effected pursuant to a Notice of Termination
satisfying the requirements of Subsection (iv) below (and, if
applicable, Subsection (ii) above); and for purposes of this
Agreement, no such purported termination shall be effective.
Your right to terminate your employment pursuant to this
Subsection shall not be affected by your incapacity due to physical
or mental illness.
(iv) Notice of Termination. Any purported termination
by the Company or by you shall be communicated by written Notice
of Termination to the other party hereto in accordance with Section
8 hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of your employment under the
provision so indicated.
(v) Date of Termination, Etc. "Date of Termination"
shall mean (A) if your employment is terminated for Disability,
thirty days after Notice of Termination is given (provided that you
shall not have returned to the performance of your duties on a
full-time basis during such thirty-day period), and (B) if your
employment is terminated pursuant to Subsection (ii) or (iii) above
or for any other reason, the date specified in the Notice of
Termination (which, in the case of a termination pursuant to
Subsection (ii) above shall not be less than thirty days, and in
the case of a termination pursuant to Subsection (iii) above shall
not be more than sixty days, respectively, from the date such
Notice of Termination is given); provided that if within thirty
days after any Notice of Termination is given the party receiving
such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall
be the date on which the dispute is finally determined, either by
mutual written agreement of the parties or by a final judgment,
order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been
perfected); and provided further that the Date of Termination shall
be extended by a notice of dispute only if such notice is given in
good faith and the party giving such notice pursues the resolution
of such dispute with reasonable diligence. Notwithstanding the
pendency of any such dispute, the Company will continue to pay you
your full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, base salary) and
continue you as a participant in all compensation, benefit and
insurance plans in which you were participating when the notice
giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Section. Amounts paid under this
Section are in addition to all other amounts due under this
Agreement and shall not be offset against or reduce any other
amounts due under this Agreement.
4. Compensation Upon Termination or During Disability.
(i) During any period that you fail to perform your
duties hereunder as a result of incapacity due to physical or
mental illness, you shall continue to receive your full base salary
at the rate then in effect and all compensation, including under
the KEPP, paid during the period until this Agreement is terminated
pursuant to Section 3(i) hereof. Thereafter, your benefits shall
be determined in accordance with the insurance programs then in
effect of the Company or subsidiary corporation by which you are
employed, and any qualified retirement plan and any executive
supplemental retirement plan in effect immediately prior to the
change in control of the Company.
(ii) If your employment shall be terminated for Cause or
by you other than for good reason, the Company shall pay you only
your full base salary through the Date of Termination at the rate
in effect at the time Notice of Termination is given, plus all
other amounts to which you are entitled under any compensation plan
of the Company at the time such payments are due, and the Company
shall have no further obligations to you under this Agreement.
(iii) If your employment shall be terminated other than
for Cause or Disability, or by you for Good Reason, then you shall
be entitled to the benefits provided below:
(A) The Company shall pay you, not later than the
fifth day following the Date of Termination, your full base salary
through the Date of Termination at the rate in effect at the time
Notice of Termination is given, plus all other amounts to which you
are entitled under any compensation plan of the Company at the time
such payments are due; and
(B) The Company shall pay to you a severance
payment equal to the greater of the amount payable in accordance
with the Company's Severance Pay Policy for Executive Officers as
in effect immediately prior to the change in control or as in
effect on Date of Termination; and
(C) The Company shall pay to you, not later than
the fifth day following the Date of Termination, a lump sum amount
equal to the greater of the value of your unused and accrued
vacation entitlement in accordance with the Company's Vacation
Policy as in effect immediately prior to the change in control or
as in effect on Date of Termination; and
(D) The Company shall pay to you, not later than
the fifth day following the Date of Termination, a lump sum amount
equal to the sum of (x) any unpaid bonus (excluding deferred
awards, plus interest, credited to your account, which shall be
payable under the KEPP in accordance with its terms) pursuant to
the KEPP allocable to you in respect of the Plan year preceding
that in which the Date of Termination occurs, and (y) a KEPP award
for the year in which the Date of Termination occurs, equal to the
greater of (a) 30% of your base salary for such year, prorated
through the month in which the Date of Termination occurs, or
(b) the actual KEPP award as determined by actual year-to-date
earnings per share through the last day of the month prior to the
month in which the Date of Termination occurs in accordance with
the KEPP award criteria in which you are participating as of the
Date of Termination, prorated through the month in which the Date
of Termination occurs; and
(E) Anything to the contrary notwithstanding in any
agreement or agreements pursuant to which, either prior to or after
the date hereof, you were or will be granted options ("Options")
under the Company's 1984 Stock Option Plan or any other stock
option plan of the Company, effective at and as of the Date of
Termination all such options held by you which then remain
outstanding and unexercised shall be automatically canceled and in
lieu thereof the Company shall pay to you, not later than the fifth
day following the Date of Termination, a lump sum amount equal to
the sum of:
(x) In the case of those canceled Options held
by you which were incentive stock options ("Incentive Stock
Options"), as defined under Section 422A of the Internal Revenue
Code of 1986, as amended (the "Code"), granted after the date of
this Agreement, the product of (a) the difference (to the extent
such difference is a positive number) obtained by subtracting the
per share exercise price of each such Incentive Stock Option to the
extent then exercisable, from: if the Company Shares are then
listed on a national securities exchange, on the trading day
immediately preceding the date of payment thereof, or if Company
Shares are not listed on a national securities exchange on such
date, then the average of the closing bid and asked prices for
Company Shares in the over-the-counter market for the last
preceding date on which there was a sale of such Company Shares in
such market, or if Company Shares are not then traded in the over-
the-counter market, such value as the Company in its discretion may
determine, but in no event greater than the fair market value of
such shares for federal income tax purposes, and (b) the number of
Company Shares covered by each such Incentive Stock Option;
(y) In the case of all other canceled Options
held by you, the sum of (I), the product of (a) the difference (to
the extent that such difference is a positive number) obtained by
subtracting the per share exercise price of each such Option,
whether or not then fully exercisable, from the higher of (1) if
the Company Shares are then listed on a national securities
exchange, the closing sales price on the Date of Termination of
Company Shares on such national securities exchange, or if Company
Shares are not listed on a national securities exchange on such
date, then the average of the closing bid and asked prices for
Company Shares in the over-the-counter market for the last
preceding date on which there was a sale of such Company Shares in
such market, of if Company Shares are not then traded in the over-
the-counter market, such value as the Company in its discretion may
determine, or (2) the highest price per Company Share actually paid
in connection with any change in control of the Company, and
(b) the number of Company Shares covered by such Option, plus (II),
the amount of any tax bonus that would be payable upon the exercise
of such Option at the price set forth above; and
(F) The Company shall also pay to you all legal
fees and expenses incurred by you as a result of such termination
(including all such fees and expenses, if any, incurred in
contesting or disputing any such termination or in seeking to
obtain or enforce any right or benefit provided by this Agreement).
(iv) If your employment shall be terminated (A) by the
Company or subsidiary corporation by which you are employed other
than for Cause, or Disability or (B) by you for Good Reason, then
for a twelve-month period following such termination, the Company
shall maintain, in full force and effect for your continued
benefit, all life, disability, accident and health insurance plans
or arrangements, and financial counseling services in which you may
have been participating immediately prior to the change in control,
provided your continued participation (or a particular type of
coverage) is possible under the general terms and provisions of
such plans and arrangements. In the event your participation (or
a particular type of coverage) under any such plan or arrangement
is barred, the Company shall arrange to provide you with benefits,
at substantially the same cost to you, which are substantially
similar to those which you are entitled to receive under such plans
and arrangements. Notwithstanding the foregoing, the Company shall
continue to pay such amounts as may be required to maintain any
insurance you may have had in force pursuant to the Split-Dollar
Plan until the later of your sixty-fifth birthday or ten years
after the insurance policy is issued, after which the Company will
release to you its interest in each such policy.
(v) If your employment shall be terminated (A) by the
Company or subsidiary corporation by which you are employed other
than for Cause or Disability or (B) by you for Good Reason, then
in addition to the aggregate retirement benefits to which you are
entitled under the Company's Qualified Plan, the Company's Excess
Benefit Plans, any other nonqualified pension agreement or
arrangement, or any successor plans thereto, the Company shall pay
you amounts equal to (I), (II), (III), or (IV), whichever is
applicable:
(I) If you have satisfied the service, but not the age,
requirements of the Early Retirement Plan, as in effect
immediately prior to the change in control, you shall receive
a monthly benefit, commencing on your fifty-fifth birthday
equal to the benefit to which you would have been entitled
under the Early Retirement Plan, as in effect immediately
prior to the change in control, had you satisfied the age and
service requirements as of the Date of Termination; or
(II) If you have satisfied the age, but not the service,
requirement of the Early Retirement Plan, as in effect
immediately prior to the change in control, you shall receive
a monthly benefit, commencing as of the Date of Termination
equal to the benefit to which you would have been entitled
under the Early Retirement Plan, as in effect immediately
prior to the change in control, had you satisfied the age and
service requirements as of the Date of Termination; or
(III) If you have satisfied neither the age nor the service
requirements of the Early Retirement Plan, as in effect
immediately prior to the change in control, you shall receive
a monthly benefit, commencing on your fifty-fifth birthday
equal to the benefit to which you would have been entitled
under the Early Retirement Plan, as in effect immediately
prior to the change in control, had you satisfied the age and
service requirements as of the Date of Termination; or
(IV) If you have satisfied both the age and the service
requirements of the Early Retirement Plan, as in effect
immediately before the change in control, you shall receive
the benefits to which you are entitled under the Early
Retirement Plan.
The benefits under this paragraph (v) shall be paid in the same
manner as, and shall otherwise possess the same rights and
privileges as were available with respect to, benefits under the
terms of the Early Retirement Plan as in effect immediately prior
to the change in control.
(vi) If your employment shall be terminated (A) by the
Company or subsidiary corporation by which you are employed other
than for Cause or Disability or (B) by you for Good Reason, then
you shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or
otherwise, nor shall the amount of any payment or benefit provided
for in this Section 4 (except as otherwise provided in the
immediately succeeding sentence) be reduced by any compensation
earned by you as the result of employment by another employer or
by retirement benefits after the Date of Termination, or otherwise.
Benefits otherwise receivable by you pursuant to Section 4(iv)
shall be reduced to the extent comparable benefits are actually
received by you during the twelve-month period following your
termination, and any such benefits actually received by you shall
be reported to the Company.
5. Protective Limitation. Notwithstanding any provision
hereof to the contrary, in the event you (a) would receive pay-
ments under this Agreement or under any other plan, program, or
policy sponsored by the Company; (b) which payments relate to a
Change in Control of the Company and which are determined (whether
by the Company, your legal counsel, or the IRS) to be subject to
excise tax under Section 4999 of the Code; and (c) if this excise
tax would cause the net after-tax parachute payments, within the
meaning of Section 280G of the Code, ("Parachute Payments")
actually received by you to be less than the net amount you would
have received, after application of federal and state income taxes,
had the present value of your total Parachute Payments equaled
$1.00 less than three times your base amount, as defined under
Section 280G of the Code, then your Parachute Payments attribut-
able to payments under this Agreement shall be reduced (by the
minimum possible amount), so that their aggregate present value
equals $1.00 less than three times your base amount. In the event
payments under this Agreement are reduced, such reduction shall be
made first from payments made pursuant to Section 4(iii)(E) and
second from Section 4(iii)(B). For purposes of this paragraph,
your tax rate will be the maximum marginal federal and state income
tax rate on earned income, with the maximum federal rate to be
computed with regard to Section 1(g) of the Code and applying any
available deduction of state and local taxes for federal income tax
purposes. If you and the Company are unable to agree as to the
amount of the reduction described above, if any, you may select a
law firm or accounting firm from among those firms regularly
consulted by the Company regarding federal income tax matters or
other firms acceptable to the Company, and this law firm or
accounting firm shall determine the amount of any reduction and the
firm's determination shall be final and binding on you and the
Company.
6. Deferred Compensation and Benefits Trust. The Company
is establishing a Deferred Compensation and Benefits Trust, and
shall comply with the terms of that Trust. Upon the occurrence of
any Potential Change in Control of the Company, the Company shall
transfer to the Trust an amount of cash, marketable securities, or
other property acceptable to the trustee(s) equal in value to 105%
of the amount necessary, on an actuarial basis and calculated in
accordance with the terms of the Trust, to pay the Company's
obligations under this Agreement (the "Funding Amount"). The cash,
marketable securities, and other property so transferred shall be
held, managed, and disbursed by the trustee(s) subject to and in
accordance with the terms of the Trust. In addition, from time to
time, the Company shall make any and all additional transfers of
cash, marketable securities, or other property acceptable to the
trustee(s) as may be necessary in order to maintain the Funding
Amount with respect to this Agreement. The determination of the
amount required to be transferred by the Company to the Trust shall
include any amounts that could in any circumstances be payable in
the future under Section 4 hereof, calculated in accordance with
the following rules: (1) Upon a Potential Change in Control of the
Company, the Company will calculate the amount required to be
transferred to the Trust based on the assumption that your
employment, if not previously terminated, will be terminated by the
Company other than for Cause, Retirement, or Disability on the
second anniversary of the Potential Change in Control; (2) Upon any
subsequent recalculation, your employment will be deemed to have
been terminated by the Company other than for Cause, Retirement,
or Disability on the later of the date of actual termination or
the date of such recalculation; and (3) For purposes of calculating
the amount payable under Section 4(iii)(E)(y) hereof, the amount
determined under Section 4(iii) (E)(y)(1) shall be deemed to be the
higher of 200% of the closing sale price of Company Shares on the
date of the Potential Change in Control or the highest price at
which Company Shares traded during the period between the Potential
Change in Control of the Company and the date as of which the
calculation is being made.
For this purpose, the term Deferred Compensation and Benefits
Trust shall mean an irrevocable trust or trusts established or to
be established by the Company with an independent trustee or
trustees for the benefit of persons entitled to receive payments
or benefits hereunder, the assets of which nevertheless will be
subject to claims of the Company's creditors in the event of
bankruptcy or insolvency and with respect to which the Company
shall have received a ruling from the Internal Revenue Service that
the trust is a "grantor trust" for federal income tax purposes.
The Deferred Compensation and Benefits Trust contain the
following additional provisions:
(a) If a Change in Control of the Company does not occur
within one year after the Potential Change in Control, the Company
may reclaim the assets transferred to the trustee or trustees
subject to the requirement that it be again funded upon the
occurrence of another Potential Change in Control.
(b) Upon a Change in Control, the assets of the Deferred
Compensation and Benefits Trust shall be used to pay benefits under
this Agreement, except to the extent such benefits are paid by the
Company, and the Company and any successor shall continue to be
liable for the ultimate payment of those benefits.
(c) The Deferred Compensation and Benefits Trust will be
terminated upon the exhaustion of the trust assets or upon payment
of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust shall
contain other appropriate terms and conditions consistent with the
purposes sought to be accomplished by it. Prior to a Change in
Control, the Deferred Compensation and Benefits Trust may be
amended from time to time by the Company, but no such amendment may
substantially alter any of the provisions set out in the preceding
paragraphs.
7. Successors; Binding Agreement.
(i) The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had
taken place. Failure of the Company to obtain such assumption and
agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle you to compensation
from the Company in the same amount and on the same terms as you
would be entitled hereunder if you terminate your employment for
Good Reason, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective
shall be deemed the Date of Termination. As used in this Agree-
ment, "Company" shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law,
or otherwise.
(ii) This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees. If you should die while any amount would still be
payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to your devisee,
legatee or other designee or if there is no such designee, to your
estate.
(iii) Any dispute between you and the Company regarding
this Agreement may be resolved either by binding arbitration or by
judicial proceedings at your sole election, and the Company agrees
to be bound by your election in that regard.
8. Notice. For the purposes of this Agreement, notices and
all other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered
or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses
set forth on the first page of this Agreement, provided that all
notices to the Company shall be directed to the attention of the
Board with a copy to the Secretary of the Company, or to such other
address as either party may have furnished to the other in writing
in accordance herewith, except that notice of change of address
shall be effective only upon receipt.
9. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by you and such
officer as may be designated by the Board. No waiver by either
party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party
which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement
shall be governed by the laws of the state of Idaho (regardless of
the law which may be applicable under principles of conflicts of
law). All references to sections of the Exchange Act or the Code
shall be deemed also to refer to any successor provisions to such
sections. If the obligations of the Company under Section 4 arise
prior to the expiration of the term of this Agreement, such
obligations shall survive the expiration of the term.
10. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.
11. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
12. No Guaranty of Employment. Neither this contract nor any
action taken hereunder shall be construed as giving you a right to
be retained as an employee of the Company.
13. Other Benefits. Any payments due to you as provided
herein are in addition to, and not in lieu of, any amounts to which
you may be entitled under any other employee benefit plan, program
or policy of the Company.
If this letter correctly sets forth our agreement on the
subject matter hereof, kindly sign and return to the Company the
enclosed copy of this letter which will then constitute our
agreement on this subject.
Sincerely,
BOISE CASCADE CORPORATION
By___________________________
Alice E. Hennessey
Senior Vice President
Corporate Relations and
Human Resources
Agreed to this [ ] day
of [ ],
as amended as of
February 7, 1992.
______________________________
[Name of Officer]
Enclosure