BOISE CASCADE CORPORATION
1986 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
(As Amended Through July 29, 1993)
BOISE CASCADE CORPORATION
1986 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the Boise Cascade
Corporation 1986 Executive Officer Deferred Compensation Plan (the
"Plan") is to further the growth and development of Boise Cascade
Corporation (the "Company") by providing executive officers of the
Company the opportunity to defer a portion of their compensation
and thereby encourage their productive efforts.
2. Definitions.
2.1 Change in Control. A Change in Control 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.
2.2 Compensation. A Participant's salary, commission, bonus
and other payments for personal services rendered by a Participant
to the Company during a calendar year. Compensation shall not
include any amounts paid by the Company to a Participant that are
not strictly in consideration for personal services, such as
expense reimbursement, cost-of-living allowance, education
allowance, premium on excess group life insurance, or any Company
contribution to the Pension Plan or the Savings and Supplemental
Retirement Plan; and the fact that an amount constitutes taxable
income to the Participant shall not be controlling for this
purpose. Compensation shall not include any taxable income
realized by, or payments made to, an employee as a result of the
grant or exercise of an option to acquire stock of the Company or
as a result of the disposition of such stock, and shall not include
compensation resulting from any long-term incentive plan.
2.3 Deferred Compensation Agreement. A written agreement
between a Participant and the Company, whereby a Participant agrees
to defer a portion of his Compensation pursuant to the provisions
of the Plan, and the Company agrees to make benefit payments in
accordance with the provisions of the Plan.
2.4 Deferred Compensation and Benefits Trust. An irrevocable
trust or trusts established or to be established by the Company
with an independent trustee or trustees for the benefit of persons
entitled to receive payments or benefits hereunder, the assets of
which nevertheless will be subject to claims of the Company's
creditors in the event of bankruptcy or insolvency and with respect
to which the Company shall have received a ruling from the Internal
Revenue Service that the trust is a "grantor trust" for federal
income tax purposes.
The Deferred Compensation and Benefits Trust contains the
following additional provisions:
(a) If a Change in Control of the Company does not occur
within one year after the Potential Change in Control, the Company
may reclaim the assets transferred to the trustee or trustees
subject to the requirement that it be again funded upon the
occurrence of another Potential Change in Control.
(b) Upon a Change in Control, the assets of the Deferred
Compensation and Benefits Trust shall be used to pay benefits under
this Plan, except to the extent such benefits are paid by the
Company, and the Company and any successor shall continue to be
liable for the ultimate payment of those benefits.
(c) The Deferred Compensation and Benefits Trust will be
terminated upon the exhaustion of the trust assets or upon payment
of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust shall
contain other appropriate terms and conditions consistent with the
purposes sought to be accomplished by it. Prior to a Change in
Control, the Deferred Compensation and Benefits Trust may be
amended from time to time by the Company, but no such amendment may
substantially alter any of the provisions set out in the preceding
paragraphs.
2.5 Disability. A condition that totally and continuously
prevents the Participant, for at least six consecutive months, from
engaging in an "occupation" for Compensation or profit. During the
first 24 months of total Disability, "occupation" means the
Participant's occupation at the time the Disability began. After
that period, "occupation" means any occupation for which the
Participant is or becomes reasonably fitted by education, training,
or experience. Notwithstanding the foregoing, a Disability shall
not exist for purposes of this Plan if the Participant fails to
qualify for Disability benefits under the Social Security Act,
unless the Company determines, in its sole discretion, that a
Disability exists.
2.6 Early Retirement Date. The date of a Participant's
Termination of Employment for reasons other than death or
Disability, prior to attainment of age 65 but subsequent to
attaining age 55, and after completing ten Years of Service with
the Company.
2.7 Executive Officer. The Chairman of the Board and Chief
Executive Officer, the President and Chief Operating Officer, any
Executive Vice President, any Senior Vice President, any Vice
President, the Secretary, the Treasurer, or the Controller of the
Company.
2.8 Minimum Death Benefit. The Minimum Death Benefit shall
be equal to the sum of the following:
(a) The Minimum Death Benefit to which a Participant is
entitled for the deferrals and corresponding Company
Contributions made to the Plan for the period
January 1, 1987, through December 31, 1990, which
shall be an amount equal to three times the
Participant's total expected deferrals up to a
maximum of $500,000.
and
(b) The Minimum Death Benefit to which a Participant is
entitled for the deferrals and corresponding Company
Contributions to the Plan for the period January 1,
1992, through December 31, 1995, which shall be an
amount equal to three times the Participant's total
expected deferrals up to a maximum of $500,000.
The amount of the Minimum Death Benefit payable under this
Section 2.8 shall be subject to adjustment in the event there is
an alteration of the amount to be deferred as provided in
Section 4.3.
2.9 Moody's Times 130%. The Company shall accumulate the
Participant's deferred compensation with monthly interest
equivalent to an annualized rate of 130% times Moody's Composite
Average of Yields on Corporate Bonds for the preceding calendar
month as determined from Moody's Bond Record published by Moody's
Investor's Service, Inc. (or any successor thereto), or, if such
monthly yield is no longer published, a substantially similar
average selected by the Board.
2.10 Normal Retirement Date. The first day of the month
coincident with or next following a Participant's 65th birthday.
2.11 Participant. An Executive Officer who has entered into
a written Deferred Compensation Agreement with the Company in
accordance with the provisions of the Plan.
2.12 Pension Plan. The Boise Cascade Corporation Pension
Plan for Salaried Employees, as amended from time to time.
2.13 Potential Change in Control. A Potential Change in
Control of the Company shall be deemed to have occurred if (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 in-
tention 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 Poten-
tial Change in Control of the Company for purposes of this Agree-
ment has occurred.
2.14 Service. Service as accumulated under the Company's
Pension Plan.
2.15 Termination of Employment. The Participant's ceasing
to be employed by the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of early
retirement, normal retirement, death or Disability.
2.16 Year of Service. A Year of Vesting Service, as provided
in the Company's Pension Plan.
3. Administration and Interpretation of the Plan. The Company
shall administer and interpret the Plan, and interpretation by the
Company shall be final and binding upon a Participant. The Company
may adopt rules and regulations relating to the Plan as it may deem
necessary or advisable for the administration of the Plan. The
Company may also delegate administrative responsibilities to
advisors or other persons who are not employees of the Company and
may rely upon information or opinions of legal counsel or experts
selected to render advice with respect to the Plan.
4. Participant Compensation Deferral.
4.1 Compensation Deferral. Prior to January 1, 1987, an
Executive Officer who wishes to participate in the Plan shall
execute a written Deferred Compensation Agreement, in the format
provided by the Company, whereby the Executive Officer elects to
defer a portion of his or her Compensation otherwise earned and
payable on or after January 1, 1987, and through the four-year
period ending December 31, 1990. An Executive Officer who is
contributing to the 1982 Executive Officer Deferred Compensation
Plan on January 1, 1987, shall elect prior to January 1, 1987, to
participate in this Plan for four full calendar years beginning
January 1 of the calendar year after his or her contributions cease
to the 1982 Executive Officer Deferred Compensation Plan. Prior
to January 1, 1991, an Executive Officer who wishes to participate
in the Plan through the period ending December 31, 1995, shall
execute a written Deferred Compensation Agreement covering such
period. The amount of annual Compensation to be deferred shall be
in whole percentage increments as specified in the applicable
Deferred Compensation Agreement. The period during which
Compensation is reduced shall be the calendar years specified in
the Deferred Compensation Agreement. The amount deferred shall
result in corresponding reductions in the Compensation payable to
a Participant.
4.2 Participation in the Plan. An Executive Officer who
first attains such status subsequent to January 1, 1987, and prior
to December 31, 1991, and who continues to retain his status as an
Executive Officer, shall be entitled to participate in the Plan
until December 31, 1995, and shall be bound by all the other terms
and conditions of the Plan. An Executive Officer who first attains
such status subsequent to January 1, 1992, and prior to
December 31, 1995, shall be entitled to participate in the Plan
until December 31, 1995, and shall be bound by all the other terms
and conditions of the Plan. An Executive Officer shall complete
a Deferred Compensation Agreement within 30 days of becoming
eligible and being notified of the terms and conditions of the
Plan. Contributions to the Plan shall commence the first of the
month following the completion of the Deferred Compensation
Agreement. The Company shall notify a new Participant promptly
upon becoming eligible.
4.3 Alteration of Compensation Deferral. The amount of
compensation to be deferred, once selected by a Participant, shall
be irrevocable except upon written approval by the Company. A
request to alter the amount of compensation deferred must be
submitted by a Participant in writing to the Company prior to
January 1 of the year for which such modification is requested and
shall detail the reasons for the modification. If a modification
of the deferral amount is granted by the Company, the modification
shall affect only future years of participation; and all benefits
under the Plan shall be adjusted to reflect the new deferred amount
and also to reflect any costs incurred by the Company to effect the
adjusted benefits payable to the Participant.
4.4 Company Contribution. The Company shall, at the election
of a Participant, contribute an additional amount equal to 4.2% of
the Participant's Compensation to the Plan, to be used to provide
benefits as specified in the Deferred Compensation Agreement. If
a Participant elects to have such amount contributed under the
Deferred Compensation Agreement, the Company shall not make any
matching contribution for such Participant under the Company
Savings and Supplemental Retirement Plan.
4.5 Continuation of Contribution. Should there be a
Termination of Employment by a Participant prior to having
completed the entire period of participation determined in
accordance with Sections 4.1 or 4.2, the Participant may elect,
subject to the approval of the Company, to continue contributing
to the Plan at the same rate in effect upon Termination of
Employment for such period of time, up to and including the entire
period of participation determined in accordance with Sections 4.1
or 4.2, as may be approved by the Company, in which case he or she
will continue to be a Participant and be bound by all the other
terms and conditions of the Plan. In any such case, the Company
may continue its contributions or may require the Participant to
contribute the amounts formerly contributed by the Company.
5. Payment of Deferred Amounts.
5.1 Participant Account. The Company shall maintain for each
Participant an account by accumulating his deferred compensation
plus the company contribution, if any, and, each month, the account
shall be updated with a monthly rate of interest equal to Moody's
Times 130%.
5.2 Return of Deferrals. At the time a Participant executes
the Deferred Compensation Agreement, he may elect to receive a
return of his deferrals. Each such return of deferral shall be
made in a lump sum, seven years after the end of the calendar year
in which the deferral is made. Prior to January 1 of the year
preceding the year in which any return of deferral is to be made,
the Participant may request to defer a portion or all of the
payment of the return of deferral until such time as the account
would otherwise be paid and such request shall be approved or
denied at the sole discretion of the Company. Any return of
deferral paid shall be deemed a distribution, and, accordingly,
shall be deducted from the Participant's account and shall reduce
the benefits provided under this section by the dollar amount of
any such payments.
5.3 Plan Benefits. Upon Termination of Employment for
reasons other than disability, a Participant shall be paid his
account in a lump sum or in equal monthly installments calculated
to distribute his account plus accrued interest for a period of
not more than 15 years. Payments shall commence on the date and
shall be made in the manner elected by the Participant in the
Deferred Compensation Agreement. Unpaid balances under the
installment election continue to earn interest at the rate of
Moody's Times 130%. If a Participant does not make an election,
his account shall be paid out in monthly installments over 15 years
beginning January 1 of the year following Termination of
Employment. The Participant may request other forms of payout
which are subject to approval by the Company, pursuant to
Section 5.4.
5.4 Change of Election. A Participant may request a change
in the payout election anytime prior to January 1 of the year
benefits are scheduled to be paid, provided that the request is
received by the Company at least 30 days prior to the date benefits
are scheduled to be paid. The changed payout election must be one
of the payout options in the original deferral agreement. Such
request must be in writing and shall be approved or denied at the
sole discretion of the Company. No change will be permitted that
would allow a payment to be made earlier than originally elected
in the Deferred Compensation Agreement.
Notwithstanding any provision in this Plan to the
contrary, a Participant or Beneficiary may at any time request a
single lump-sum payment of the amount credited to an account or
accounts of the Participant under the Plan. The amount of the
payment shall be equal to (i) the Participant's accumulated account
balance under the Plan as of the payment date, reduced by (ii) an
amount equal to 10% of such accumulated account balance. This
lump-sum payment shall be subject to withholding of federal, state,
and other taxes to the extent applicable. This request must be
made in writing to the Company. The lump-sum payment shall be made
within 30 days of the date on which the Company received the
request for the distribution. If a request is made under this
provision, the Participant shall not be eligible to participate in
any nonqualified deferred compensation plan maintained by the
Company, including this Plan, for a period of 12 months after such
request is made. In addition, in such event any deferred
compensation agreement under any nonqualified deferred compensation
plan of the Company shall not be effective with respect to
Compensation payable to the Participant during this 12-month
period.
5.5 Payment on Death After Benefits Commence. If a
Participant dies after his benefits have commenced and prior to the
distribution of his entire Participant Account, his beneficiary
shall receive any benefit payments in accordance with the Deferred
Compensation Agreement.
5.6 Death Benefit. If a Participant should die while a
Participant in the Plan and prior to the commencement of Plan
distributions, the Company shall pay his or her designated
beneficiary or beneficiaries the greater of the accumulated account
balance or the Minimum Death Benefit. Payments shall be made as
specified in the Deferred Compensation Agreement. The Participant
Account shall be updated with a monthly rate of interest equal to
Moody's Times 130%.
5.7 Disability Benefit. For a Participant who made deferrals
into the Plan prior to January 1, 1991, and who terminates prior
to attaining age 65 due to a Disability, the Company shall pay the
Participant in monthly installments commencing on the first day of
the seventh consecutive month following the Participant's
Disability, the Disability Benefit specified in the Deferred
Compensation Agreement until the Participant attains his Normal
Retirement Date or ceases to be totally and continuously disabled.
The maximum Disability Benefit shall be an amount which when
combined with Primary Social Security, company-sponsored group
Long-Term Disability and disability benefits from other deferred
compensation plans is equal to 80% of predisability salary. For
the purpose of this maximum, the 80% of predisability salary shall
be indexed to the Consumer Price Index. After a Participant who
is receiving a Disability Benefit attains his Normal Retirement
Date, he shall be entitled to be paid his account in accordance
with the form of payment elected in the Deferred Compensation
Agreement. If a Participant dies while receiving a Disability
Benefit, the Participant's beneficiary shall receive the Death
Benefit pursuant to Section 5.6. If a Participant meets the
requirements for a Disability Benefit and the amount of the
Disability Benefit on the Deferred Compensation Agreement is $0,
or if there is no Disability Benefit stated on such Participant's
Deferred Compensation Agreement, then the Participant's Account
shall be paid in monthly installments over a 15-year period
beginning the month the Disability Benefit would have been paid and
unpaid account balances shall accumulate at Moody's Times 130%.
A Participant who makes deferrals into this Plan
subsequent to December 31, 1991, shall be entitled to, in addition
to the Disability Benefit described above, a Disability Benefit
equal to the remaining balance, if any, of his or her Participant
Account. The payment, timing, and amount of the benefit shall be
consistent with the previous paragraph pertaining to a
Participant's Disability Benefit.
5.8 Recipients of Payments; Designation of Beneficiary. All
payments to be made by the Company shall be made to the
Participant, if living. In the event of a Participant's death
prior to the receipt of all benefit payments, all subsequent
payments to be made under the Plan shall be to the beneficiary or
beneficiaries of the Participant. The Participant shall designate
a beneficiary by filing a written notice of such designation with
the Company in such form as the Company may prescribe. If no
designation shall be in effect at the time when any benefits
payable under this Plan shall become due, the beneficiary shall be
the spouse of the Participant, or if no spouse is then living, the
representatives of the Participant's estate.
6. Miscellaneous.
6.1 Assignability. A Participant's rights and interests
under the Plan may not be assigned or transferred except, in the
event of the Participant's death, to his or her designated
beneficiary, or in the absence of a designation, by will or to his
or her legal representative.
6.2 Employment Not Guaranteed by Plan. Neither this Plan nor
any action taken hereunder shall be construed as giving a
Participant the right to be retained as an Executive Officer or as
an employee of the Company for any period.
6.3 Taxes. The Company shall deduct from all payments made
hereunder all applicable federal or state taxes required by law to
be withheld from such payments.
6.4 Construction. The Plan shall be construed according to
the laws of the State of Idaho.
6.5 Form of Communication. Any election, application, claim,
notice or other communication required or permitted to be made by
a Participant to the Company shall be made in writing and in such
form as the Company shall prescribe. Such communication shall be
effective upon mailing, if sent by first-class mail, postage
prepaid, and addressed to the Company's office at One Jefferson
Square, Boise, Idaho 83728.
7. No Reduction in Pension Benefit. To compensate a Participant
for any reduction in pension benefits under the Pension Plan which
may result from a Participant's deferring Compensation under this
Plan, the Company shall pay to the Participant an amount equal to
the reduction in pension benefits in the same manner and at the
same time as such benefits would have been paid under the Pension
Plan.
8. Amendment and Termination. The Board of Directors may, at any
time, amend the Plan, provided that the amendment shall not
adversely affect any right or benefit of a Participant under the
Plan without the prior consent of a Participant.
9. Unsecured General Creditor. Except as provided in Section 10
hereof, participants and their beneficiaries, heirs, successors and
assigns shall have no legal or equitable rights, interest or claims
in any property or assets of the Company, nor shall they be
beneficiaries of, or have any rights, claims or interests in any
life insurance policies, annuity contracts or the proceeds
therefrom owned or which may be acquired by the Company
("Policies"). Such Policies or other assets of the Company shall
not be held under any trust for the benefit of Participants, their
beneficiaries, heirs, successors, or assigns, or held in any way
as collateral security for the fulfilling of the obligations of the
Company under this Plan. Any and all Company assets and Policies
shall be, and remain, the general, unpledged, unrestricted assets
of the Company. The Company's obligation under the Plan shall be
merely that of an unfunded and unsecured promise of the Company to
pay money in the future.
10. Deferred Compensation and Benefits Trust. The Company is
establishing a Deferred Compensation and Benefits Trust ("Trust"),
and the Company shall comply with the terms of the Trust. Upon the
occurrence of any Potential Change in Control of the Company, the
Company shall transfer to the Trust an amount of cash, marketable
securities, or other property acceptable to the trustee(s) equal
in value to 105 percent of the amount necessary, on an actuarial
basis and calculated in accordance with the terms of the Trust, to
pay the Company's obligations under this Agreement (the "Funding
Amount"). The cash, marketable securities, and other property so
transferred shall be held, managed, and disbursed by the trustee(s)
subject to and in accordance with the terms of the Trust. In
addition, from time to time the Company shall make any and all
additional transfers of cash, marketable securities, or other
property acceptable to the trustee(s) as may be necessary in order
to maintain the Funding Amount with respect to this Plan.