BOISE CASCADE CORPORATION
1982 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
(As Amended Through July 29, 1993)
BOISE CASCADE CORPORATION
1982 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the Boise Cascade
Corporation 1982 Executive Officer Deferred Compensation Plan (the
"Plan") is to further the growth and development of Boise Cascade
Corporation (the "Company") by providing executive officers of the
Company the opportunity to defer a portion of their compensation
and thereby encourage their productive efforts.
2. Definitions.
2.1 Change in Control. A Change in Control 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 plans such as
the Company's Performance Share Plan.
2.3 Deferred Compensation Agreement. A written agreement
between a Participant and the Company, whereby a Participant agrees
to defer a portion of his or her Compensation pursuant to the
provisions of the Plan, and the Company agrees to make benefit
payments in accordance with the provisions of the Plan.
2.4 Deferred Compensation and Benefits Trust. An irrevocable
trust or trusts established or to be established by the Company
with an independent trustee or trustees for the benefit of persons
entitled to receive payments or benefits hereunder, the assets of
which nevertheless will be subject to claims of the Company's
creditors in the event of bankruptcy or insolvency and with respect
to which the Company shall have received a ruling from the Internal
Revenue Service that the trust is a "grantor trust" for federal
income tax purposes.
The Deferred Compensation and Benefits Trust contains the
following additional provisions:
(a) If a Change in Control of the Company does not occur
within one year after the Potential Change in Control, the Company
may reclaim the assets transferred to the trustee or trustees
subject to the requirement that it be again funded upon the
occurrence of another Potential Change in Control.
(b) Upon a Change in Control, the assets of the Deferred
Compensation and Benefits Trust shall be used to pay benefits under
this Plan, except to the extent such benefits are paid by the
Company, and the Company and any successor shall continue to be
liable for the ultimate payment of those benefits.
(c) The Deferred Compensation and Benefits Trust will be
terminated upon the exhaustion of the trust assets or upon payment
of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust shall
contain other appropriate terms and conditions consistent with the
purposes sought to be accomplished by it. Prior to a Change in
Control, the Deferred Compensation and Benefits Trust may be
amended from time to time by the Company, but no such amendment may
substantially alter any of the provisions set out in the preceding
paragraphs.
2.5 Disability. A condition that totally and continuously
prevents the Participant, for at least six consecutive months, from
engaging in an "occupation" for Compensation or profit. During the
first 24 months of total Disability, "occupation" means the
Participant's occupation at the time the Disability began. After
that period, "occupation" means any occupation for which the
Participant is or becomes reasonably fitted by education, training,
or experience. Notwithstanding the foregoing, a Disability shall
not exist for purposes of this Plan if the Participant fails to
qualify for Disability benefits under the Social Security Act,
unless the Company determines, in its sole discretion, that a
Disability exists.
2.6 Early Retirement Date. The date of a Participant's
Termination of Employment for reasons other than death or
Disability, prior to attainment of age 65 but subsequent to
attaining age 55, and after completing ten (10) Years of Service
with the Company. For purposes of this Section, a Participant's
age and Years of Service shall be determined by taking into account
any imputation of age or service permitted under any special early
retirement program(s) offered by the Company.
2.7 Executive Officer. The Chairman of the Board and Chief
Executive Officer, the President and Chief Operating Officer, any
Executive Vice President, any Senior Vice President, any Vice
President, the Secretary, the Treasurer, or the Controller of the
Company.
2.8 Normal Retirement Date. The first day of the month
coincident with or next following a Participant's 65th birthday.
2.9 Participant. An Executive Officer who has entered into
a written Deferred Compensation Agreement with the Company in
accordance with the provisions of the Plan.
2.10 Pension Plan. The Boise Cascade Corporation Pension
Plan for Salaried Employees, as amended from time to time.
2.11 Potential Change in Control. A Potential Change in
Control of the Company shall be deemed to have occurred if (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.
2.12 Service. Service as accumulated under the Company's
Pension Plan.
2.13 Termination of Employment. The Participant's ceasing
to be employed by the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of early
retirement, normal retirement, death or Disability.
2.14 Year of Service. A Year of Vesting Service, as provided
in the Company's Pension Plan.
3. Administration and Interpretation of the Plan. The Company
shall administer and interpret the Plan, and interpretation by the
Company shall be final and binding upon a Participant. The Company
may adopt rules and regulations relating to the Plan as it may deem
necessary or advisable for the administration of the Plan. The
Company may also delegate administrative responsibilities to
advisors or other persons who are not employees of the Company and
may rely upon information or opinions of legal counsel or experts
selected to render advice with respect to the Plan.
4. Participant Compensation Deferral.
4.1 Compensation Reduction. Prior to January 1, 1983, an
Executive Officer who wishes to participate in the Plan shall
execute a written Deferred Compensation Agreement, in the format
provided by the Company, whereby the Executive Officer elects to
defer a portion of his or her Compensation otherwise earned and
payable on or after January 1, 1983. The amount of annual
Compensation to be deferred shall be in whole percentage increments
of not less than 6% nor greater than 10% of Compensation. The
period during which Compensation is reduced shall be the four (4)
calendar years immediately following 1982. The amount deferred
shall result in corresponding reductions in the Compensation
payable to a Participant.
4.2 Participation After January 1, 1983. An Executive
Officer who first attains such status subsequent to January 1,
1983, and prior to January 1, 1987, shall be entitled to par-
ticipate in the Plan for four (4) full calendar years after being
elected an Executive Officer and shall be bound by all the other
terms and conditions of the Plan. An Executive Officer who,
although eligible, elects not to participate in the Plan, may sub-
sequently and with the approval of the Company become a Participant
before January 1, 1987, for such a period of time, up to and
including four (4) full calendar years from the commencement of
participation, as may be approved by the Company, in which case he
or she shall be bound by all the other terms and conditions of the
Plan.
4.3 Alteration of Compensation Deferral. The amount of
Compensation to be deferred, once selected by a Participant, shall
be irrevocable except upon written approval by the Company. A
request to alter the amount of Compensation deferred shall be
submitted by a Participant in writing to the Company prior to
January 1 of the year that such modification is requested and shall
detail the reasons for the modification. If a modification of the
deferral amount is granted by the Company, the modification shall
be effective for all future years of participation; and all
benefits under the Plan shall be adjusted to reflect the new
deferred amount and also to reflect any costs incurred by the
Company to effect the adjusted benefits payable to the Participant.
4.4 Company Contribution. The Company shall, at the election
of a Participant, contribute an additional amount equal to 3.6%
(however, effective July 1, 1989, this amount shall be increased
to 4.2%) of the Participant's Compensation to the Plan, to be used
to provide benefits as specified in the Deferred Compensation
Agreement. If a Participant elects to have such amount contributed
under the Deferred Compensation Agreement, the Company shall not
make any matching contribution for such 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 Normal Benefit. Unless a Participant is otherwise
receiving a benefit under this Plan, and except as provided in this
Section, the Company shall pay to a Participant in 180 equal
monthly installments commencing on the Participant's Normal
Retirement Date, as compensation earned for services rendered prior
to such date, the Normal Benefit amount specified in the Deferred
Compensation Agreement (the "Normal Benefit"). If a Participant
is employed by the Company after attaining age 65, payment of the
Normal Benefit shall commence on the first day of the month
following the Participant's Termination of Employment.
5.2 Payment Upon Death After Normal Retirement. If a
Participant entitled to the Normal Benefit dies after his or her
Normal Retirement Date, his or her beneficiary shall receive any
Normal Benefit payments that would have been paid to the
Participant. In lieu of the monthly Normal Benefit payments, upon
the request of the Participant's beneficiary, the Company may, in
its sole discretion, make an actuarially determined equivalent
lump-sum payment to the Participant's beneficiary.
5.3 Early Benefit. If a Participant terminates employment
on an Early Retirement Date, the Company shall pay to the
Participant, in 180 equal monthly installments commencing on the
first day of the month coincident with or next following the Early
Retirement Date, as compensation earned for services rendered prior
to such time, the Early Benefit amount specified in the Deferred
Compensation Agreement corresponding to the Participant's age on
his or her Early Retirement Date or an amount actuarially
determined if a Participant's Early Benefit is not specified for
that age (the "Early Benefit"). Subject to approval by the
Company, a Participant may elect to defer commencement of payment
of the Early Benefit. This election shall be in writing and
submitted to the Company prior to January 1 of the year of the
Participant's Early Retirement Date, and at least 30 days prior to
the Participant's Early Retirement Date. If a Participant makes
such an election, the Company shall pay the Participant in 180
equal monthly installments the Early Benefit specified in the
Deferred Compensation Agreement corresponding to the Participant's
age on the date to which the deferral has been made or an amount
actuarially determined if a Participant's Early Benefit is not
specified for that age -- or if a Participant elects to defer
payment of such benefit past the first day of month after attaining
age 65, the Normal Benefit. If a Participant dies before receiving
180 monthly Early Benefit payments, his or her beneficiary shall
receive any unpaid Early Benefits that would have been paid to the
Participant. In lieu of the monthly Early Benefit payments, upon
the request of the Participant's beneficiary, the Company may, in
its sole discretion, make an actuarially determined equivalent
lump-sum payment to the Participant's beneficiary.
A Participant who terminates employment prior to
attaining age 55, but who has completed ten (10) Years of Service,
may elect, subject to approval by the Company, to commence
receiving an Early Benefit at any time between ages 55 and 65, in
accordance with the provisions of this Section. This election
shall be in writing and submitted to the company prior to the end
of the calendar year preceding the year in which the Participant
elects to commence receiving the Early Benefit.
The provisions of this Section 5.3 shall apply to a
Participant who is continuing to make contributions pursuant to
Section 4.5, except that such Participant shall be deemed for this
purpose only to have terminated employment upon the expiration of
the period of continued participation as determined in accordance
with Section 4.5.
Notwithstanding any provision in this Plan to the
contrary, an Executive Officer or Beneficiary may request at any
time a single lump-sum payment of his or her benefit described
under the Plan. This request must be made in writing to the
Company. The lump-sum payment shall be made within 30 days of the
date on which the Company received the request for the
distribution. The amount of the payment shall be equal to (i) the
actuarial equivalent of the benefit described under Sections 5.1,
5.2, or 5.3 as determined by the same actuarial adjustment used
under the Salaried Plan with respect to the determination of the
amount payable as a lump-sum distribution, using the assumptions
used for purposes of calculating such present values under the
Salaried Plan and 120% of the applicable PBGC interest rate (the
"Plan Benefit"), and reduced by (ii) an amount equal to 10% of the
Plan Benefit. This lump-sum payment shall be subject to
withholding of federal, state, and other taxes to the extent
applicable. If a request is made under this provision, the
Participant shall not be eligible to participate in any
nonqualified deferred compensation plan maintained by the Company,
including this Plan, for a period of 12 months after such request
is made. In addition, in such event any deferred compensation
agreement pursuant to any nonqualified deferred compensation plan
of the Company shall not be effective with respect to compensation
payable to the Participant during this 12-month period.
5.4 Disability Benefit. If a Participant terminates
employment with the Company prior to attaining age 65 due to a
Disability, the Company shall pay the Participant in monthly
installments commencing on the first day of the seventh con-
secutive month following the Participant's Disability, the
Disability Benefit specified in the Deferred Compensation Agreement
until the Participant attains his or her Normal Retirement Date or
ceases to be totally and continuously disabled (the "Disability
Benefit"). After a Participant who is receiving a Disability
Benefit attains his or her Normal Retirement Date, he shall be
entitled to the Normal Benefit. If a Participant dies while
receiving a Disability Benefit, the Participant's beneficiary shall
receive the Survivor's Benefit pursuant to Section 5.6.
5.5 Termination Benefit. Except as provided in Sections 5.3,
5.4, and 5.6, upon a Participant's Termination of Employment prior
to completing one (1) year of participation in the Plan, the
Company shall pay to a Participant, as Compensation earned for
services rendered, a lump-sum amount equal to: (i) the amount of
Compensation deferred pursuant to the Participant's Deferred
Compensation Agreement, plus interest on the amount deferred at the
Bank of America prime interest rate as of the first business day
of that calendar year, compounded annually from the dates of the
deferrals; and (ii) any Company contribution credited on behalf of
the Participant if the Participant is fully vested in the Company
Savings and Supplemental Retirement Plan, plus interest at the Bank
of America prime interest rate as of the first business day of that
calendar year, compounded annually from the dates of contribution.
Such payment shall be made within sixty days following Termination
of Employment.
If Termination of Employment occurs after one (1) year
of participation in the Plan, the benefits provided in
Sections 5.1, 5.2, 5.3, and 5.7 shall be multiplied by a percentage
corresponding to the years of participation in the Plan, based on
the following schedule:
Years of Participation Percentage
1 but less than 2 75
2 but less than 3 85
3 but less than 4 93
4 and Over 100
5.6 Survivor's Benefit. If a Participant dies while
employed by the Company, or after Termination of Employment if
receiving a Disability Benefit, or if eligible for (but not yet
receiving) an Early Benefit or Normal Benefit, the Company shall
pay to the Participant's beneficiary, in equal monthly
installments commencing on the first day of the month after the
Participant's death, the Survivor's Benefit specified in the
Deferred Compensation Agreement until the Participant would have
attained age 65; however, such payments shall continue in any
event for at least 180 months.
5.7 Proportionate Benefit. All benefits payable under this
Article 5 shall be proportionately adjusted by a fraction, the
numerator of which is the actual dollar amount deferred by a
Participant and the denominator of which is the product of the
Stated Deferral specified in the Deferred Compensation Agreement
multiplied by four. For the purpose of determining the benefit
payable under Sections 5.4 or 5.6, in the event of Disability, or
death prior to January 1, 1987, the denominator of the above-
referenced fraction shall be the product of the Stated Deferral
specified in the Deferred Compensation Agreement multiplied by
the actual years (and fractions thereof) of deferral.
5.8 Recipients of Payments; Designation of Beneficiary.
All payments to be made by the Company shall be made to the
Participant, if living. In the event of a Participant's death
prior to the receipt of all benefit payments, all subsequent
payments to be made under the Plan shall be to the beneficiary or
beneficiaries of the Participant. The Participant shall
designate a beneficiary by filing a written notice of such
designation with the Company in such form as the Company may
prescribe. If no designation shall be in effect at the time when
any benefits payable under this Plan shall become due, the
beneficiary shall be the spouse of the Participant, or if no
spouse is then living, the representatives of the Participant's
estate.
5.9 Deferred Compensation and Benefits Trust. The Company
is establishing a Deferred Compensation and Benefits Trust
("Trust"), and the Company shall comply with the terms of the
Trust. Upon the occurrence of any Potential Change in Control of
the Company, the Company shall transfer to the Trust an amount of
cash, marketable securities, or other property acceptable to the
trustee(s) equal in value to 105 percent of the amount necessary,
on an actuarial basis and calculated in accordance with the terms
of the Trust, to pay the Company's obligations under this Agree-
ment (the "Funding Amount"). The cash, marketable securities,
and other property so transferred shall be held, managed, and
disbursed by the trustee(s) subject to and in accordance with the
terms of the Trust. In addition, from time to time the Company
shall make any and all additional transfers of cash, marketable
securities, or other property acceptable to the trustee(s) as may
be necessary in order to maintain the Funding Amount with respect
to this Plan.
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 reduced benefits
would have been paid under the Pension Plan.
8. Amendment and Termination. The Board of Directors may, at
any time, amend the Plan, provided that the amendment shall not
adversely affect any right or benefit of a Participant under the
Plan without the prior consent of a Participant.