BOISE CASCADE CORPORATION
1983 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
(As Amended Through July 26, 1996)
BOISE CASCADE CORPORATION
1983 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
1. Purpose of the Plan. The purpose of the Boise Cascade
Corporation 1983 Board of Directors Deferred Compensation Plan
(the "Plan") is to further the growth and development of Boise
Cascade Corporation (the "Company") by providing directors of the
Company the opportunity to defer a portion or all of their
Compensation and thereby encourage their productive efforts.
2. Definitions.
2.1 Change in Control. A "Change in Control" shall
mean a Change in Control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act"), or any successor provisions,
whether or not the Company is then subject to such reporting
requirement; provided that, without limitation, such a Change in
Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates
other than in connection with the acquisition by the Company or
its affiliates of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(b) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of directors
then serving: individuals who, on the date hereof, constitute
the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or
nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof
or whose appointment, election, or nomination for election was
previously so approved (the "Continuing Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other corporation
or approve the issuance of voting securities of the Company in
connection with a merger or consolidation of the Company (or any
direct or indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than (i) a merger
or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 66 2/3%
of the combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from the Company or its subsidiaries other than
in connection with the acquisition by the Company or its
subsidiaries of a business) representing 20% or more of either
the then outstanding shares of common stock of the Company or the
combined voting power of the Company's then outstanding
securities; or
(d) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a change in control
of the Company (a "Transaction") shall not constitute a change in
control of the Company if, in connection with the Transaction, a
Participant participates as an equity investor in the acquiring
entity or any of its affiliates (the "Acquiror"). For purposes
of the preceding sentence, a Participant shall not be deemed to
have participated as an equity investor in the Acquiror by virtue
of (i) obtaining beneficial ownership of any equity interest in
the Acquiror as a result of the grant to a Participant of an
incentive compensation award under one or more incentive plans of
the Acquiror (including but not limited to the conversion in
connection with the Transaction of incentive compensation awards
of the Company into incentive compensation awards of the
Acquiror), on terms and conditions substantially equivalent to
those applicable to other executives of the Company immediately
prior to the Transaction, after taking into account normal
differences attributable to job responsibilities, title and the
like; (ii) obtaining beneficial ownership of any equity interest
in the Acquiror on terms and conditions substantially equivalent
to those obtained in the Transaction by all other stockholders of
the Company; or (iii) having obtained an incidental equity
ownership in the Acquiror prior to and not in anticipation of the
Transaction.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.2 Compensation. A Participant's fees for personal
services rendered by a Participant as a director of the Company
during a calendar year. Compensation shall not include any
amounts paid by the Company to a Participant that are not
strictly in consideration for personal services, such as expense
reimbursements.
2.3 Deferred Compensation Agreement. A written
agreement between a Participant and the Company, whereby a
Participant agrees to defer a portion of his Compensation
pursuant to the provisions of the Plan, and the Company agrees to
make benefit payments in accordance with the provisions of the
Plan.
2.4 Deferred Compensation and Benefits Trust. An
irrevocable trust or trusts established or to be established by
the Company with an independent trustee or trustees for the
benefit of persons entitled to receive payments or benefits
hereunder, the assets of which nevertheless will be subject to
claims of the Company's creditors in the event of bankruptcy or
insolvency and with respect to which the Company shall have
received a ruling from the Internal Revenue Service that the
trust is a "grantor trust" for federal income tax purposes.
The Deferred Compensation and Benefits Trust
contains the following additional provisions:
(a) If a Change in Control of the Company does
not occur within one year after the Potential Change in Control,
the Company may reclaim the assets transferred to the trustee or
trustees subject to the requirement that it be again funded upon
the occurrence of another Potential Change in Control.
(b) Upon a Change in Control, the assets of the
Deferred Compensation and Benefits Trust shall be used to pay
benefits under this Plan, except to the extent such benefits are
paid by the Company, and the Company and any successor shall
continue to be liable for the ultimate payment of those benefits.
(c) The Deferred Compensation and Benefits Trust
will be terminated upon the exhaustion of the trust assets or
upon payment of all the Company's obligations.
(d) The Deferred Compensation and Benefits Trust
shall contain other appropriate terms and conditions consistent
with the purposes sought to be accomplished by it. Prior to a
Change in Control, the Deferred Compensation and Benefits Trust
may be amended from time to time by the Company, but no such
amendment may substantially alter any of the provisions set out
in the preceding paragraphs.
2.5 Director. A member of the Board of Directors of
Boise Cascade Corporation as elected by the shareholders.
2.6 Early Benefit Commencement Date. The first day of
the month following a Participant's Termination for reasons other
than death prior to attainment of age 72 or, after the four-year
deferral, the date selected by a Participant to begin benefit
payments. An election to begin benefit payments must be made
prior to January 1 of the year in which benefits commence.
2.7 Minimum Death Benefit. The Minimum Death Benefit
shall be a multiple of the total amount of Compensation to be
deferred over the four-year period. The multiple shall be
determined according to the Participant's age at the beginning of
the Plan (January 1, 1984):
Multiple
of Deferred
Age Compensation
65 and over 2
60 3
55 4
50 5
The Multiple shall be interpolated to the
Participant's age on his or her last birth date on the date the
Participant begins deferrals under the Plan. For example, age 54
would have a multiple of 4.2.
2.8 Moody's Plus 4%. The Company shall accumulate the
Participant's deferred compensation with monthly interest
equivalent to an annualized rate of 4% more than Moody's
Composite Average of Yields on Corporate Bonds for the preceding
calendar month as determined from Moody's Bond Record published
by Moody's Investor's Service, Inc. (or any successor thereto),
or, if such monthly yield is no longer published, a substantially
similar average selected by the Board.
2.9 Normal Benefit Commencement Date. The first day
of the month coincident with or next following a Participant's
72nd birthday.
2.10 Participant. A Director who has entered into a
written Deferred Compensation Agreement with the Company in
accordance with the provisions of the Plan.
2.11 Potential Change in Control. A "Potential Change
in Control of the Company" shall be deemed to have occurred if
(i) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control of
the Company; (ii) the Company or any Person publicly announces an
intention to take or to consider taking actions which if
consummated would constitute a Change in Control of the Company;
(iii) any Person becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 9.5% or
more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then
outstanding securities; or (iv) the Board adopts a resolution to
the effect that a Potential Change in Control of the Company has
occurred.
For purposes of this section, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
For purposes of this section, "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company.
2.12 Termination. The Participant's ceasing to be a
Director of the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of death.
3. Administration and Interpretation of the Plan. The
Company shall administer and interpret the Plan, and
interpretation by the Company shall be final and binding upon a
Participant. The Company may adopt rules and regulations
relating to the Plan as it may deem necessary or advisable for
the administration of the Plan. The Company may also delegate
administrative responsibilities to advisors or other persons who
are not employees of the Company and may rely upon information or
opinions of legal counsel or experts selected to render advice
with respect to the Plan.
4. Participant Compensation Deferral.
4.1 Compensation Deferral. Prior to December 20,
1983, a Director who wishes to participate in the Plan shall
execute a written Deferred Compensation Agreement, in the format
provided by the Company, whereby the Director elects to defer a
portion of his Compensation otherwise earned and payable on or
after January 1, 1984. The amount of annual Compensation to be
deferred shall be a minimum of $5,000 per year and increments of
$1,000 up to all Compensation. The period during which
Compensation is deferred shall be the four (4) calendar years
immediately following 1983. The amount deferred shall result in
corresponding reductions in the Compensation payable to a
Participant.
4.2 New Directors. A Director who first attains such
status subsequent to January 1, 1984, shall be entitled to
participate in the Plan for all full calendar years after being
elected a Director and prior to January 1, 1988, and shall be
bound by all terms and conditions of the Plan.
4.3 Alteration of Compensation Deferral. The amount
of Compensation to be deferred, once selected by a Participant,
shall be irrevocable except upon written approval by the Company.
A request to alter the amount of Compensation deferred shall be
submitted by a Participant in writing to the Company prior to
January 1 of the year that such modification is requested and
shall detail the reasons for the modification. If a modification
of the deferral amount is granted by the Company, the
modification shall be effective for all future years of
participation; and all benefits under the Plan shall be adjusted
to reflect the new deferred amount and also to reflect any costs
incurred by the Company to effect the adjusted benefits payable
to the Participant.
4.4 Prior Deferrals. A Participant may transfer to
this Plan any account balance that he or she may have, as of
December 31, 1983, under the Boise Cascade Corporation Directors'
Deferred Compensation Policy, adopted December 16, 1971. The
election to transfer must be made prior to December 31, 1983.
5. Payment of Deferred Amounts.
5.1 Participant Account. The Company shall maintain
for each Participant an account by accumulating his Compensation
deferred and, each month, the account shall be updated with a
monthly rate of interest equal to Moody's plus 4%.
5.2 Plan Benefits. Upon Early or Normal Benefit
Commencement Date, a Participant shall be paid his account in a
lump sum or in equal quarterly installments calculated to
distribute his account plus accrued interest for a period of not
more than 15 years. Unpaid balances under the installment
election continue to earn interest at the rate of Moody's
plus 4%. The Participant shall elect the method of payment prior
to the calendar year in which the first installment is made. If
a Participant does not make an election, his account shall be
paid out in quarterly installments over 15 years. A Participant
may request a change in the payout election anytime prior to
January 1 of the year benefits are scheduled to be paid, provided
that the request is received by the Company at least 30 days
prior to the date benefits are scheduled to be paid. The changed
payout election must be one of the payout options in the original
deferral agreement. Such request must be in writing and shall be
approved or denied at the sole discretion of the Company. No
change will be permitted that would allow a payment to be made
earlier than originally elected in the Deferred Compensation
Agreement.
5.3 Payment on Death After Benefits Commence. If a
Participant dies after his benefits have commenced and prior to
the distribution of his entire account, his beneficiary shall
receive any benefit payments that would have been paid to the
Participant. In lieu of the monthly benefit payments, upon the
request of the Participant's beneficiary, the Company may, in its
sole discretion, make a lump-sum payment to the Participant's
beneficiary.
5.4 Death Benefit. If a Participant should die while
a Participant in the Plan and prior to the commencement of Plan
distributions, the Company shall pay his or her designated
beneficiary or beneficiaries the greater of the accumulated
account balance or the Minimum Death Benefit.
Notwithstanding any provision in this Plan to the
contrary, a Participant or Beneficiary may at any time request a
single lump-sum payment of the amount credited to an account or
accounts of the Participant under the Plan. The amount of the
payment shall be equal to (i) the Participant's accumulated
account balance under the Plan as of the payment date, reduced by
(ii) an amount equal to 10% of such accumulated account balance.
This lump-sum payment shall be subject to withholding of federal,
state, and other taxes to the extent applicable. This request
must be made in writing to the Company. The lump-sum payment
shall be made within 30 days of the date on which the Company
received the request for the distribution. If a request is made
under this provision, the Participant shall not be eligible to
participate in any nonqualified deferred compensation plan
maintained by the Company, including this Plan, for a period of
12 months after such request is made. In addition, in such event
any deferred compensation agreement under any nonqualified
deferred compensation plan of the Company shall not be effective
with respect to Compensation payable to the Participant during
this 12-month period.
5.5 Recipients of Payments; Designation of
Beneficiary. All payments to be made by the Company shall be
made to the Participant, if living. In the event of a
Participant's death prior to the receipt of all benefit payments,
all subsequent payments to be made under the Plan shall be to the
beneficiary or beneficiaries of the Participant. The Participant
shall designate a beneficiary by filing a written notice of such
designation with the Company in such form as the Company may
prescribe. If no designation shall be in effect at the time when
any benefits payable under this Plan shall become due, the
beneficiary shall be the spouse of the Participant, or if no
spouse is then living, the representatives of the Participant's
estate.
6. Miscellaneous.
6.1 Assignability. A Participant's rights and
interests under the Plan may not be assigned or transferred
except, in the event of the Participant's death, to his or her
designated beneficiary, or in the absence of a designation, by
will or to his or her legal representative.
6.2 Taxes. The Company shall deduct from all payments
made hereunder all applicable federal or state taxes which may be
required by law to be withheld from such payments.
6.3. Construction. The Plan shall be construed
according to the laws of the state of Idaho.
6.4 Form of Communication. Any election, application,
claim, notice or other communication required or permitted to be
made by a Participant to the Company shall be made in writing and
in such form as the Company shall prescribe. Such communication
shall be effective upon mailing, if sent by first class mail,
postage prepaid, and addressed to the Company's office at
1111 West Jefferson Street (83702), P.O. Box 50, Boise, Idaho
83728-0001.
6.5 Unsecured General Creditor. Except as provided in
Section 8 hereof, participants and their beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights,
interest or claims in any property or assets of the Company, nor
shall they be beneficiaries of, or have any rights, claims or
interests in any life insurance policies, annuity contracts or
the proceeds therefrom owned or which may be acquired to the
Company ("Policies"). Such Policies or other assets of the
Company shall not be held under any trust for the benefit of
Participants, their beneficiaries, heirs, successors, or assigns,
or held in any way as collateral security for the fulfilling of
the obligations of the Company under this Plan. Any and all
Company assets and Policies shall be, and remain, the general,
unpledged, unrestricted assets of the Company. The Company's
obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future.
7. Amendment and Termination. The Board of Directors may,
at any time, amend the Plan, provided that the amendment shall
not adversely affect any right or benefit of a Participant
accrued under the Plan prior to the amendment without the prior
consent of a Participant.
8. Deferred Compensation and Benefits Trust. The Company
is establishing a Deferred Compensation and Benefits Trust
("Trust"), and the Company shall comply with the terms of the
Trust. Upon the occurrence of any Potential Change in Control of
the Company, the Company shall transfer to the Trust an amount of
cash, marketable securities, or other property acceptable to the
trustee(s) equal in value to 105% 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.