BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
(As Amended Through July 25, 1996)
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
1. Establishment and Purpose.
1.1 Establishment. Boise Cascade Corporation, a
Delaware corporation, hereby establishes a Stock Option Plan for
key employees, which shall be known as the Boise Cascade
Corporation 1984 KEY EXECUTIVE STOCK OPTION PLAN (the "Plan").
It is intended that some of the Options issued pursuant to the
Plan may constitute Incentive Stock Options within the meaning of
Section 422A of the Internal Revenue Code, and the remainder of
the Options issued pursuant to the Plan shall constitute
Nonstatutory Options. The Committee referred to in
Section 2.1(c) of this Plan shall determine which Options are to
be Incentive Stock Options and which are to be Nonstatutory
Options and shall enter into Option Agreements with Optionees
accordingly.
1.2 Purpose. The purpose of this Plan is to attract,
retain and motivate key employees of the Company and to encourage
stock ownership by these employees by providing them with a means
to acquire a proprietary interest or to increase their
proprietary interest in the Company's success.
2. Definitions.
2.1 Definitions. Whenever used in this Plan, the
following terms shall have the meanings set forth below:
(a) "Board" means the board of directors of the
Company.
(b) "Code" means the Internal Revenue Code of
1986, as amended from time to time.
(c) "Committee" means the Executive Compensation
Subcommittee of the Human Resources Committee of the Board of
Directors of the Company or any successor to the subcommittee.
(d) "Company" means Boise Cascade Corporation, a
Delaware corporation, as well as any subsidiary of which 50% or
more of the outstanding stock is owned by Boise Cascade
Corporation.
(e) "Competitor" means any business, foreign or
domestic, which is engaged at any time relevant to the provisions
of this Plan, in the manufacture, sale, or distribution of
products, or in the providing of services, in competition with
products manufactured, sold, or distributed, or services
provided, by the Company. The determination of whether a
business is a Competitor shall be made by the Company's General
Counsel, in his/her sole discretion.
(f) "Date of Exercise" means the date the Company
receives written notice, by an Optionee, of the exercise of an
Option or Option and Stock Appreciation Right, pursuant to
subsection 8.1 of this Plan.
(g) "Employee" means a key employee (including an
officer of the Company), who is employed by the Company on a
full-time basis, who is compensated for such employment by a
regular salary and who, in the opinion of the Committee, is in a
position to contribute materially to its continued growth and
development and to its future financial success. The term
"Employee" does not include persons who are retained by the
Company only as consultants.
(h) "Employment with any Competitor" means
providing significant services as an employee or consultant, or
otherwise rendering services of a significant nature for
remuneration, to a Competitor.
(i) "Executive Officer" means an Employee who has
been duly elected by the Company's board of directors to serve as
an executive officer of the Company in accordance with Section 29
of the Company's Bylaws but shall not include assistant
treasurers or assistant secretaries.
(j) "Fair Market Value" means the closing price
of the Stock as reported by the consolidated tape of the New York
Stock Exchange on a particular date, or if the Stock is not
listed or traded on the New York Stock Exchange, then the closing
sales price of the Stock on a national securities exchange on a
particular date, or if the Stock is not listed on a national
securities exchange, then the average of the closing bid and
asking prices for the Stock in the over-the-counter market for a
particular date, or if the Stock is not traded in the over-the-
counter market, such value as the Company in its discretion may
determine, but in no event greater than the then fair market
value of the Stock for federal income tax purposes. In the event
that there are no Stock transactions on such date, the Fair
Market Value shall be determined as of the immediately preceding
date on which there were Stock transactions.
(k) "Grant Price" means an amount not less than
100% of the Fair Market Value of the Company's Stock on the date
of an Option's grant.
(l) "Option" means the right to purchase Stock of
the Company at the Grant Price for a specified duration. For
purposes of this Plan, an Option may be either (i) an "Incentive
Stock Option" within the meaning of Section 422A of the Code or
(ii) a "Nonstatutory Option."
(m) "Optionee" means an Employee who has been
granted an Option under this Plan.
(n) "Retirement" means an Employee's termination
of employment with the Company, other than as a result of death,
total and permanent disability, or for disciplinary reasons (as
defined for purposes of the Company's Corporate Policy Manual) at
any time after the Employee has reached age 55 with ten or more
Years of Service with the Company as defined in the Company's
Pension Plan for Salaried Employees.
(o) "Stock" means the common stock, $2.50 par
value, of the Company.
(p) "Stock Appreciation Right" means the right,
exercisable by the Optionee, to receive a cash payment from the
Company upon the exercise of an Option. The amount of this cash
payment and the conditions upon the exercise of the Stock
Appreciation Right shall be determined by the Committee pursuant
to subsection 6.2 and Section 7.
(q) "Tax Offset Bonus" means a cash payment which
the Company makes automatically upon the exercise of an Option
equal to a percentage (as determined by the Committee pursuant to
subsection 6.2 and Section 7) of the excess of the Fair Market
Value of the Stock on a date determined by the Committee over the
Grant Price of the Option, the purpose of which is to offset
partially the federal income tax incurred incident to exercising
a Nonstatutory Option.
(r) "Window Period" means the period described in
Rule 16b-3(e)(3)(iii) under the Securities Exchange Act of 1934.
2.2 Number. Except when otherwise indicated by the
context, the definition of any term in the Plan in the singular
shall also include the plural.
3. Participation. Participation in the Plan shall be
determined by the Committee. Any Employee at any one time and
from time to time may hold more than one Option or Stock
Appreciation Right granted under this Plan or under any other
plan of the Company. No member of the Committee may participate
in the Plan.
4. Stock Subject to the Plan.
4.1 Number. The total number of shares of Stock as to
which Options and Stock Appreciation Rights may be granted under
the Plan shall not exceed 8,600,000. These shares may consist,
in whole or in part, of authorized but unissued Stock or treasury
Stock not reserved for any other purpose.
4.2 Unused Stock. If any shares of Stock are subject
to an Option or Stock Appreciation Right which, for any reason,
expires or is terminated unexercised as to such shares, such
Stock may again be subjected to an Option or Stock Appreciation
Right pursuant to this Plan.
4.3 Adjustment in Capitalization. In the event of any
change in the outstanding shares of Stock occurring after
ratification by shareholders of this Plan, by reason of a Stock
dividend or split, recapitalization, reclassification, merger,
consolidation, combination or exchange of shares or other similar
corporate change, the aggregate number of shares of Stock under
this Plan and the number of shares of Stock subject to each
outstanding Option and the related Grant Price shall be
appropriately adjusted by the Committee, whose determination
shall be conclusive, provided, however, that fractional shares
shall be rounded to the nearest whole share. No adjustments
shall be made in connection with the issuance by the Company of
any warrants, rights or Options to acquire additional shares of
Stock or of securities convertible into Stock.
5. Duration of the Plan. The Plan shall remain in effect
until all Stock subject to it has been purchased pursuant to the
exercise of the Options or Stock Appreciation Rights granted
under the Plan. Notwithstanding the foregoing, no Options or
Stock Appreciation Rights may be granted pursuant to this Plan on
or after the twentieth anniversary of the Plan's effective date.
6. Options.
6.1 Grant of Options. Subject to the provisions of
subsection 4.1 and Section 5, Options may be granted to Employees
at any time and from time to time as shall be determined by the
Committee. The Committee may request recommendations from the
chief executive officer of the Company. The Committee shall
determine whether an Option is to be an Incentive Stock Option
within the meaning of Section 422A of the Code or a Nonstatutory
Option. However, in no event shall any grant of an Incentive
Stock Option provide for the Option to be or become exercisable
in amounts in excess of $100,000 per calendar year. Furthermore,
the aggregate number of shares of Stock with respect to which
Options or Stock Appreciation Rights may be granted to any one
Employee throughout the duration of the Plan may not exceed 15%
of the total number of shares of Stock available for issuance
pursuant to subsection 4.1 of the Plan.
6.2 Option Agreement. As determined by the Committee
on the date of grant, each Option shall be evidenced by a Stock
Option agreement that specifies:
(i) Grant Price;
(ii) duration of the Option;
(iii) number of shares of Stock to which the Option
pertains;
(iv) vesting requirements, if any;
(v) whether the Option is an Incentive Stock
Option or a Nonstatutory Option;
(vi) amount and time of payment of Tax Offset
Bonuses, if any;
(vii) The amount of Stock Appreciation Rights, if
any, and any conditions upon their exercise;
(viii) duration of the Stock Appreciation Rights, if
any;
(ix) Options to which the Stock Appreciation
Rights, if any, relate;
(x) rights of the Optionees upon termination of
employment with the Company, provided that the termination rights
for Optionees receiving Incentive Stock Options shall conform
with Section 422A of the Code;
(xi) the terms of the loan, if any, that will be
made available in connection with the exercise of an Option; and
(xii) such other information as the Committee deems
desirable.
No Option shall have an expiration date later than
the first day following the tenth anniversary of the date of its
grant. The Stock Option agreement may be supplemented by adding
Stock Appreciation Rights with or Tax Offset Bonuses to
previously granted Options as provided in Section 7.
6.3 Exercise. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and
conditions as the Committee directs, which need not be the same
for all Optionees.
6.4 Payment. The Grant Price upon exercise of any
Option shall be payable to the Company in full either:
(i) in cash;
(ii) by tendering shares of Stock having a Fair
Market Value at the time of exercise equal to the total Grant
Price (in the exercise of a Nonstatutory Option, an Optionee may
surrender one or more shares of Stock in the exercise of an
Option with instructions to resurrender any shares acquired upon
exercise in one or more successive, simultaneous exercises until
Options covering the number of shares, which he specifies, have
been exercised);
(iii) with the proceeds of a loan on such terms and
conditions as may be authorized by the Committee (however, the
rate of interest on any such loan shall not be less than the
applicable federal rate under Section 1274(d) of the Code on the
date an Option is exercised, compounded semiannually); or
(iv) by any combination of (i), (ii) and (iii).
7. Stock Appreciation Rights and Tax Offset Bonuses. The
Committee may grant Stock Appreciation Rights and/or grant
Options which pay Tax Offset Bonuses on such bases as the
Committee shall determine, including but not limited to Stock
Appreciation Rights which become exercisable or Tax Offset
Bonuses which become payable only upon an Optionee being subject
to the restrictions of Section 16 of the Securities Exchange Act
of 1934 at the time of exercise. A Stock Appreciation Right or
Tax Offset Bonus may be granted only with respect to an Option
and may be granted concurrently with or after the grant of the
Option. If Options granted on a particular date include Stock
Appreciation Rights for only Optionees who are subject to the
requirements of Section 16 of the Securities Exchange Act of
1934, an Optionee receiving an Option on that date and who
thereafter becomes subject to those restrictions shall thereupon
be deemed to have received Stock Appreciation Rights with respect
to any unexercised Options granted on the particular date in the
same weighted average proportion as the Stock Appreciation Rights
granted on the same grant date to the Optionees who were subject
to the requirements of Section 16 of the Securities Exchange Act
of 1934; provided, however, if 50% or more of the Board of
Directors are employees of the Company and may receive Options
under this plan, then the provisions of this sentence will apply
only if, in each instance, approved by the Committee. The
Committee may cancel or place a limit on the term of, or the
amount payable for, any Stock Appreciation Right or Tax Offset
Bonus at any time and may disapprove the election by the Optionee
to exercise a Stock Appreciation Right rather than the related
Option. The Committee shall determine all other terms and
provisions of any Stock Appreciation Right or Tax Offset Bonus.
Each Stock Appreciation Right or Tax Offset Bonus granted by the
Committee shall expire no later than the expiration of the Option
to which it relates. In addition, any Stock Appreciation Right
granted with respect to an Incentive Stock Option may be
exercised only if:
(i) such Incentive Stock Option is exercisable; and
(ii) the Grant Price of the Incentive Stock Option is
less than the Fair Market Value of the Stock on the Date of
Exercise.
8. Written Notice, Issuance of Stock Certificates, Payment
of Stock Appreciation Rights or Stockholder Privileges.
8.1 Written Notice. An Optionee electing to exercise
an Option and any applicable Stock Appreciation Right shall give
written notice to the Company, in the form and manner prescribed
by the Committee, indicating the number of Options to be
exercised. Full payment for the Options exercised shall be
received by the Company prior to issuance of any stock
certificates.
8.2 Issuance of Stock Certificates. As soon as
reasonably practicable after the receipt of written notice and
payment, the Company shall issue and deliver to the Optionee or
any other person entitled to exercise an Option pursuant to this
Plan a certificate or certificates for the requisite number of
shares of Stock.
8.3 Payment of Stock Appreciation Rights and Tax
Offset Bonuses. As soon as practicable after receipt of written
notice, the Company shall pay to the Optionee, in cash, the
amount payable under the Stock Appreciation Rights and the amount
of any Tax Offset Bonuses.
8.4 Privileges of a Stockholder. An Optionee or any
other person entitled to exercise an Option under this Plan shall
not have stockholder privileges with respect to any Stock covered
by the Option until the Date of Exercise.
8.5 Partial Exercise. An Option may be exercised for
less than the total number of shares granted by the Option. An
exercise of a portion of the shares granted under the Option
shall not affect the right to exercise the Option from time to
time for any unexercised shares subject to the Option.
9. Rights of Employees.
9.1 Employment. Nothing in this Plan shall interfere
with or limit in any way the right of the Company to terminate
any Employee's employment at any time, nor confer upon any
Employee any right to continue in the employ of the Company.
9.2 Nontransferability. All Options and Stock
Appreciation Rights granted under this Plan shall be
nontransferable by the Optionee, other than by will or the laws
of descent and distribution, and shall be exercisable during the
Optionee's lifetime only by the Optionee or the Optionee's
guardian or legal representative.
10. Optionee Transfer or Leave of Absence. For Plan
purposes:
(a) A transfer of an Optionee from the Company to a
subsidiary or vice versa, or from one subsidiary to another; or
(b) A leave of absence duly authorized by the Company,
shall not be deemed a termination of employment. However, an
Optionee may not exercise an Option or any applicable Stock
Appreciation Right during any leave of absence, unless authorized
by the Committee.
11. Administration.
11.1 Administration. The Committee shall be
responsible for the administration of the Plan. The Committee,
by majority action thereof, is authorized to interpret the Plan,
to prescribe, amend and rescind rules and regulations relating to
the Plan, to determine the form and content of Options to be
issued (which need not be identical) under the Plan, to provide
for conditions and assurances deemed necessary or advisable to
protect the interests of the Company and to make all other
determinations necessary or advisable for the administration of
the Plan, but only to the extent not contrary to the express
provisions of the Plan. The Committee shall determine, within
the limits of the express provisions of the Plan, the Employees
to whom and the time or times at which Options and Stock
Appreciation Rights shall be granted, the number of shares to be
subject to each Option and Stock Appreciation Right and the
duration of each Option. In making such determinations, the
Committee may take into account the nature of the services
rendered by such Employees or classes of Employees, their present
and potential contributions to the Company's success and such
other factors as the Committee, in its discretion, shall deem
relevant. The determination of the Committee, its interpretation
or other action made or taken pursuant to the provisions of the
Plan shall be final and shall be binding and conclusive for all
purposes and upon all persons.
11.2 Incentive Stock Options. Notwithstanding any
contrary provision in this Plan, the Committee shall not take any
action or impose any terms or conditions with respect to an
Option intended by the Committee to be an Incentive Stock Option
which would cause such Option to not qualify as such under the
Code and applicable regulations and rulings in effect from time
to time.
12. Amendment, Modification and Termination of the Plan.
The Board may at any time terminate, and at any time and from
time to time and in any respect, amend or modify the Plan,
provided, however, that no such action of the Board, without
approval of the stockholders, may:
(a) Increase the total amount of Stock which may be
purchased through Options granted under the Plan, except as
provided in subsection 4.3 of the Plan.
(b) Change the requirements for determining which
Employees are eligible to receive Options or Stock Appreciation
Rights.
(c) Change the provisions of the Plan regarding the
Grant Price except as permitted by subsection 4.3.
(d) Permit any person, while a member of the
Committee, to be eligible to receive or hold an Option under the
Plan.
(e) Change the manner of computing the amount to be
paid through a Stock Appreciation Right.
(f) Materially increase the cost of the Plan.
(g) Extend the period during which Options and Stock
Appreciation Rights may be granted.
No amendment, modification or termination of the Plan
shall in any manner adversely affect the rights of an Optionee
under the Plan without the consent of the Optionee.
13. Acceleration of Stock Options. If, while unexercised
Options remain outstanding hereunder:
(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;
then from and after the date on which any such event described in
paragraphs (a) through (d) above occurs (which shall constitute a
"change in control" of the Company), all Options shall be
exercisable in full, whether or not then exercisable under the
terms of their grant.
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.
14. Withholding Taxes. Whenever shares of Stock are issued
on the exercise of an Option under this Plan, the Company shall
(a) require the recipient of the Stock to remit to the Company an
amount sufficient to satisfy all withholding taxes, (b) deduct
from a cash payment pursuant to any Stock Appreciation Right or
Tax Offset Bonus an amount sufficient to satisfy any withholding
tax requirements, or (c) withhold from, or require surrender by,
the recipient, as appropriate, shares of Stock otherwise issuable
or issued upon exercise of the Option the number of shares
sufficient to satisfy, to the extent permitted under applicable
law, federal and state withholding tax requirements resulting
from the exercise, provided, however, that the Company shall not
withhold or accept surrender of Stock under this paragraph unless
the recipient of the Stock has made an irrevocable election to
have Stock withheld or surrendered for this purpose at least six
months after the date of grant of the Option and either (i) six
months, or (ii) within a Window Period, prior to the date the
amount of withholding tax is determined. The Committee may, at
any time subsequent to an election under this paragraph,
disapprove the election and require satisfaction of withholding
taxes by other means permitted under the Plan. Stock withheld or
surrendered under this paragraph shall be valued at its Fair
Market Value on the date the amount of withholding tax is
determined.
15. Shareholder Approval and Registration Statement.
Initially, the Plan is approved by the Board and will be
submitted to the Company's shareholders for approval at their
next annual meeting following the effective date of the Plan.
Options may be granted under the Plan prior to shareholder
approval and prior to filing with the Securities and Exchange
Commission and having an effective registration statement
covering the Stock to be issued upon the exercise of Options.
Any Options granted under this Plan prior to shareholder approval
and having an effective registration statement shall not be
exercisable until and are expressly conditional upon shareholder
approval of the Plan and having an effective registration
statement covering the Stock.
16. Requirements of Law.
16.1 Requirements of Law. The granting of Options and
the issuance of shares of Stock upon the exercise of an Option
shall be subject to all applicable laws, rules and regulations,
and shares shall not be issued nor cash payments made except upon
approval of proper government agencies or stock exchanges, as may
be required.
16.2 Governing Law. The Plan, and all agreements
hereunder, shall be construed in accordance with and governed by
the laws of the state of Idaho.
17. Effective Date of Plan. The Plan shall become
effective as of July 24, 1984, subject to ratification by
shareholders.
BOISE CASCADE CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
This Nonstatutory Stock Option (the "Option") is granted
_______________, 19__, by BOISE CASCADE CORPORATION (the
"Company") to ____________________ ("Optionee") pursuant to the
1984 Key Executive Stock Option Plan (the "Plan"), a copy of
which is attached as Exhibit A, subject to the following terms
and conditions.
1. This Agreement is subject to all the terms and
conditions of the Plan, and all capitalized terms not otherwise
defined in this Agreement shall have the meaning given them in
the Plan.
2. The Company hereby grants the Optionee a nonstatutory
stock option to purchase up to __________ shares of Stock at a
price of $__________ per share.
3. The Option shall expire on the first of the following
to occur:
(a) ten years and one day from the date of this
Agreement;
(b) five years after Optionee's termination of
employment as a result of Retirement, death, or total and
permanent disability, provided that if at any time prior to
termination of employment Optionee was an Executive Officer of
the Company, Optionee has not, as of the date of the exercise of
the Option, commenced Employment with any Competitor of the
Company;
(c) three years following termination of Optionee's
employment with the Company provided (i) the termination is the
direct result of the sale or permanent closure of any facility or
operating unit of the Company, and (ii) Optionee has not, as of
the date of the exercise of the Option, commenced Employment with
any Competitor of the Company;
(d) three months after termination of Optionee's
employment with the Company for any other reason, except that the
Option shall be canceled in the event of termination for
disciplinary reasons.
4. "Competitor" means any business, foreign or domestic,
which is engaged at any time relevant to the provisions of this
Agreement, in the manufacture, sale, or distribution of products,
or in the providing of services, in competition with products
manufactured, sold, or distributed, or services provided, by the
Company. The determination of whether a business is a Competitor
shall be made by the Company's General Counsel, in his/her sole
discretion.
5. "Employment with any Competitor" means providing
significant services as an employee or consultant, or otherwise
rendering services of a significant nature for remuneration, to a
Competitor.
6. Except as provided in Section 13 of the Plan, this
Option shall not be exercisable until after the first anniversary
of the date of this Agreement, and thereafter it shall be
exercisable in full.
7. This Option may be exercised from time to time by
delivery of written notice to the Company specifying the number
of shares of Stock to be purchased. Payment of the Grant Price
shall be made as provided in Section 6.4 of the Plan.
BOISE CASCADE CORPORATION
By________________________________
J. Michael Gwartney,
Vice President, Human
Resources
Accepted:
By____________________________
Optionee