EXHIBIT 10.9
BOISE CASCADE CORPORATION
1984 KEY EXECUTIVE STOCK OPTION PLAN
(As Amended Through December 12, 1997)
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 10,100,000. 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 July ___, 1998,
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
immediately upon termination 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