BOISE CASCADE OFFICE PRODUCTS CORPORATION
DIRECTOR STOCK OPTION PLAN
(As Amended Through April 23, 1996)
BOISE CASCADE OFFICE PRODUCTS CORPORATION
DIRECTOR STOCK OPTION PLAN
1. PLAN ADMINISTRATION AND ELIGIBILITY
1.1 Purpose. The purpose of the Boise Cascade Office
Products Corporation (the "Company") Director Stock Option Plan
(the "Plan") is to encourage ownership of the Company's common
stock by its nonemployee directors.
1.2 Administration. This Plan shall be administered by the
Board of Directors of the Company (the "Board"). The Board shall
have full authority to administer this Plan, including authority
to interpret and construe any provision of this Plan and to adopt
such rules for administration of this Plan as it may deem neces-
sary or appropriate. Decisions of the Board shall be final and
binding on all persons who have an interest in this Plan.
1.3 Participation in the Plan. Directors of the Company
who are not employees of the Company, its parent, or any of its
subsidiaries are eligible to participate in this Plan ("Eligible
Directors").
2. STOCK SUBJECT TO THE PLAN
2.1 Number of Shares. The maximum number of shares of the
Company's $.01 par value Common Stock ("Common Stock" or
"Shares") which may be issued pursuant to options granted under
this Plan shall be 150,000 Shares, subject to adjustment as
provided in Section 4.4.
2.2 Nonexercised Shares. If any outstanding option under
this Plan for any reason expires or is terminated without having
been exercised in full, the Shares allocable to the unexercised
portion of the option shall again become available for issuance
under options granted pursuant to this Plan.
2.3 Share Issuance. Upon the exercise of an option, the
Company may issue new Shares or reissue Shares previously
repurchased by or on behalf of the Company.
3. OPTIONS
3.1 Option Grant Dates. Options shall be granted
automatically to each Eligible Director on July 31 of each year
(or, if July 31 is not a business day, on the immediately
preceding trading day) (the "Grant Date"). Any Eligible Director
first elected as a director after July 31 but prior to
December 31 in any year shall be granted an option covering the
same number of shares as options granted to other Eligible
Directors on the Grant Date immediately preceding the newly
elected director's election. The Grant Date for options granted
to newly elected directors hereunder shall be the date of such
director's election to the board, and the Option Price shall be
determined as of such Grant Date.
3.2 Option Price. The purchase price per share for the
Shares covered by each option shall be the closing price for a
share of Common Stock as reported on the composite tape by the
New York Stock Exchange on the Grant Date (the "Option Price").
3.3 Number of Option Shares. The number of Shares subject
to options granted to each participating director on each Grant
Date will be 4,000. The Board may increase or decrease this
number, not more frequently than once each year, by action taken
at least six months prior to the Grant Date for which such
increase or decrease is effective.
3.4 Director Terminations. If a director participating in
this Plan retires, resigns, dies, or otherwise terminates his or
her position on the Company's Board of Directors prior to
July 31, he or she shall not be eligible to receive a grant of an
option in the year he or she so terminates.
3.5 Written Documentation. Each grant of an option under
this Plan shall be evidenced in writing, which shall comply with
and be subject to the terms and conditions contained in this
Plan.
3.6 Nonstatutory Stock Options. Options granted under this
Plan shall not be entitled to special tax treatment under
Section 422A of the Internal Revenue Code of 1986.
3.7 Period of Option. Options may be exercised 12 months
after their Grant Date, provided, however, that options held by a
director shall be immediately exercisable upon the occurrence of
any of the events described in Section 3.11, recognizing that
Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Act"), may limit a director's ability to resell the Shares
acquired upon the exercise until six months after the Grant Date.
No option shall be exercisable after the earlier to occur of
(a) three years from the date upon which the option holder
terminates his or her position as a director of the Company or
(b) ten years from the option's Grant Date.
3.8 Exercise of Options. Options may be exercised only by
written notice to the secretary of the Company and payment of the
exercise price in (i) cash, (ii) Shares, (iii) a loan from the
Company, or (iv) delivery of an irrevocable written notice
instructing the Company to deliver the Shares being purchased to
a broker selected by the Company, subject to the broker's written
guarantee to deliver cash to the Company, in each case equal to
the full consideration of the Option Price for the Shares which
are being exercised. Options may be exercised in whole or in
part.
3.9 Options Nontransferable. Each option granted under
this Plan shall not be transferable by the optionee other than by
will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, and the rules
and regulations thereunder. No option granted under this Plan,
or any interest therein, may be otherwise transferred, assigned,
pledged, or hypothecated by the director to which the option was
granted during his or her lifetime, whether by operation of law
or otherwise, or be made subject to execution, attachment, or
similar process.
3.10 Exercise by Representative Following Death of Director.
A director, by written notice to the Company, may designate one
or more persons (and from time to time change such designation),
including his or her legal representative, who, by reason of the
director's death, shall acquire the right to exercise all or a
portion of an option granted under this Plan. Any exercise by a
representative shall be subject to the provisions of this Plan.
3.11 Acceleration of Stock Options. Notwithstanding
Section 3.7, in the event of a dissolution or a liquidation of
the Company or a merger and consolidation in which the Company is
not the surviving corporation, any unexercised options granted
prior to the date of the merger or consolidation shall become
exercisable immediately prior to the date of the merger or
consolidation.
3.12 Initial Grant. In addition to the grant under
Section 3.1, and notwithstanding Section 3.2, options shall be
granted to each Eligible Director to purchase 2,000 shares of
Common Stock at the initial public offering price of the Common
Stock.
4. GENERAL PROVISIONS
4.1 Effective Date of This Plan. This Plan shall be
effective February 20, 1995, subject to approval by the
shareholders of the Company.
4.2 Duration of This Plan. This Plan shall remain in
effect until all Shares subject to option grants have been pur-
chased or all unexercised options have expired. Notwithstanding
the foregoing, no options may be granted pursuant to this Plan on
or after the tenth anniversary of this Plan's effective date.
4.3 Amendment of This Plan. The Board may suspend or
discontinue this Plan or revise or amend it in any respect,
provided, however, that without approval of a majority of the
Company's shareholders no revision or amendment shall (i) change
the number of Shares subject to this Plan (except as provided in
Section 4.4), (ii) change the designation of the class of direc-
tors eligible to participate in the Plan, (iii) change the
exercise price of the options, or (iv) materially increase the
cost of this Plan to the Company. Moreover, in no event may Plan
provisions be amended more than once every six months, other than
to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules and regula-
tions thereunder. No amendment, modification, or termination of
this Plan shall in any manner adversely affect the rights of any
director holding options granted under this Plan without his or
her consent.
4.4 Changes in Shares. In the event of any merger,
consolidation, reorganization, recapitalization, stock dividend,
stock split, or other change in the corporate structure or
capitalization affecting the Shares, appropriate adjustment shall
be made in the number (including the aggregate numbers specified
in Section 2.1) and kind of Shares or other securities which are
or may become subject to options granted under this Plan prior to
and subsequent to the date of the change.
4.5 Limitation of Rights.
4.5.1 No Right to Continue as a Director. Neither
this Plan, nor the granting of an option under this Plan, nor any
other action taken pursuant to this Plan shall constitute or be
evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time,
or at any particular rate of compensation.
4.5.2 No Shareholders' Rights for Options. An
optionee shall have no rights as a shareholder with respect to
the Shares covered by his or her options until the date of the
issuance to him or her of a stock certificate therefor.
4.6 Assignments. The rights and benefits under this Plan
may not be assigned except as provided in Sections 3.9 and 3.10.
4.7 Notice. Any written notice to the Company required by
any of the provisions of this Plan shall be addressed to the
secretary of the Company and shall become effective when it is
received.
4.8 Shareholder Approval and Registration Statement. This
Plan shall be approved by the Board of Directors and submitted to
the Company's shareholders for approval. Any options granted
under this Plan prior to effectiveness of a registration state-
ment filed with the Securities and Exchange Commission covering
the Shares to be issued hereunder shall not be exercisable until,
and are expressly conditional upon, the effectiveness of a
registration statement covering the Shares.
4.9 Governing Law. This Plan and all determinations made
and actions taken pursuant hereto shall be governed by and
construed in accordance with the laws of the state of Delaware.