Exhibit 10
BOISE CASCADE OFFICE PRODUCTS CORPORATION
KEY EXECUTIVE STOCK OPTION PLAN
(As Amended Through April 2, 1998)
SECTION 1
PURPOSE
1.1 Establishment and Purpose. Boise Cascade
Office Products Corporation, a Delaware corporation (the
"Company"), hereby establishes the Boise Cascade Office Products
Corporation Key Executive Stock Option Plan (the "Plan") as a
vehicle by which a portion of the compensation of certain
employees of the Company may be provided in the form of long-
term, equity-based incentives that are designed to attract,
retain, and motivate key employees of the Company and to focus
the employee's attention on the long-term growth of the Company.
Each Option issued under this Plan is issued solely in respect of
the Participant's employment with the Company.
SECTION 2
DEFINITIONS
2.1 Act. "Act" means the Securities Exchange Act
of 1934, as amended, and any rules and regulations thereunder.
2.2 Board. "Board" means the Board of Directors
of the Company as the same may be constituted from time to time.
2.3 Company. "Company" means Boise Cascade
Office Products Corporation, a Delaware corporation, and its
subsidiaries and their respective successors and assigns.
2.4 Compensation Committee. "Compensation
Committee" means the committee composed of members of the Board,
or any successor to such committee, who have been appointed by
the Board to such position from time to time with the purpose of
making recommendations concerning executive compensation.
2.5 Competitor. "Competitor" means any business,
foreign or domestic, which is engaged at any time relevant to the
provisions of this Plan, in the distribution of products or in
the providing of services in competition with products 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.
2.6 Disability. "Disability" means a physical
or mental impairment that prevents the Participant from
performing the duties of the employment in which the Participant
was engaged before the commencement of impairment, subject to the
written certification of a medical doctor.
2.7 Eligible Individual. "Eligible Individual"
means an employee of the Company who, by virtue of his or her
position with the Company or the nature of the services he or she
provides to the Company, has been identified by the senior
management of the Company and selected by the Compensation
Committee as being eligible for consideration to receive grant(s)
of Options under this Plan.
2.8 Employment with any Competitor. "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.
2.9 Exercise Price. "Exercise Price" means, for
any Option, the Fair Market Value of the Shares on the Grant Date
of such Option.
2.10 Fair Market Value. "Fair Market Value" means,
until the Shares are listed on the New York Stock Exchange, the
fair value of the Shares on the Grant Date as determined by the
Compensation Committee. Once the Shares are so listed, "Fair
Market Value" shall mean the closing price of a Share as reported
on the consolidated tape of the New York Stock Exchange on the
date with respect to which the Fair Market Value is being
determined. In the event there are no transactions in Shares on
the date in question, the Fair Market Value shall be determined
as of the next immediately preceding date on which there were
transactions in Shares on the New York Stock Exchange.
2.11 Grant Date. "Grant Date" means the date on
which an Option is granted under this Plan.
2.12 Internal Revenue Code or Code. "Internal
Revenue Code" or "Code" means the Internal Revenue Code of 1986,
as amended from time to time, and the regulations thereunder.
2.13 Option. "Option" means an option to purchase
Shares granted in accordance with the terms of the Plan, as
described more fully in Section 4.
2.14 Participant. "Participant" means an Eligible
Individual to whom the Compensation Committee has granted an
Option under this Plan, provided such Eligible Individual has
elected to participate in the Plan by completing and submitting a
stock option agreement as contemplated by Section 3.1 hereof.
2.15 Retirement. "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.
2.16 Share. "Share" means a share, duly
authorized, of the Company's common stock, $.01 par value.
SECTION 3
ELIGIBILITY
3.1 Eligibility. An individual who is an
Eligible Individual shall be eligible to receive grant(s) of
Options provided he or she signs a stock option agreement in such
form as is prescribed by the Compensation Committee from time to
time for such purposes.
SECTION 4
OPTIONS
4.1 Shares Subject to the Plan. Options may be
granted to Participants by the Company under this Plan, pursuant
to Section 4.2, in respect of authorized and unissued Shares,
provided that the aggregate number of Shares reserved for
issuance under this Plan, subject to adjustment or increase of
such number, pursuant to the provisions of Section 4.11, shall
not exceed 3,000,000 Shares. If any Shares are subject to an
Option which expires or is terminated unexercised, such Shares
shall be available for issuance with respect to subsequent
Options granted under the Plan. No fractional shares may be
purchased or issued under the Plan.
4.2 Grant of Options. An Eligible Individual
may be granted, by the Compensation Committee, an Option to
purchase a number of Shares from the Company at the Exercise
Price per Share. The number of Shares subject to an Option,
those Eligible Individuals chosen to receive Options, and the
Grant Date for an Option are matters solely within the discretion
of the Compensation Committee. The Compensation 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. In no event shall any grant of an Incentive
Stock Option provide for such Option to be or become exercisable
in amounts in excess of $100,000 per calendar year.
4.3 Option Agreement. As determined by the
Compensation Committee, each Option shall be evidenced by a stock
option agreement that specifies:
(a) Grant price;
(b) Duration of the Option;
(c) Number of shares of Stock to which
the Option pertains;
(d) Vesting requirements, if any;
(e) Whether the Option is an incentive
stock option or a nonstatutory option;
(f) Restrictions on exercisability, if any;
(g) 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;
(h) The terms of the loan, if any, that
will be made available in connection with the exercise of an
Option; and
(I) 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.
4.4 Exercise of Options. Subject to any
restrictions set out in any policy of the Company that may be
adopted to provide guidelines as to when Participants and others
may engage in transactions involving securities of the Company,
an Option may be exercised by delivery to the Company of a
completed stock option exercise form, in the form approved by the
Company from time to time, specifying the number of Shares with
respect to which the Option is being exercised and accompanied by
payment in full of the Exercise Price of the Shares then being
purchased 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 Exercise Price for the Shares being
purchased. Options may be exercised in whole or in part.
Certificates for such Shares, or such other proof of purchase as
is appropriate, shall be delivered to the Participant within a
reasonable time following the receipt of such notice and payment.
4.5 Vesting of Options. The vesting of any
Option shall be determined by the Compensation Committee at the
time that the Option is granted and shall be specified in the
applicable stock option agreement.
4.6 Exercise Price. Options shall be exercised
under this Plan only at the Exercise Price.
4.7 Limit on Options to any Person. The total
number of Options to be granted to any one Participant under the
Plan shall not exceed 20% of the total number of shares
authorized for issuance pursuant to the Plan.
4.8 Options Nonassignable. Each Option is
personal to the Participant and shall not be transferable by the
Participant other than by will or the laws of descent and
distribution. No Option granted under this Plan, nor any
interest therein, may be otherwise transferred, assigned,
pledged, or hypothecated by the Participant to whom the Option
was granted in such Participant's lifetime, whether by operation
of law or otherwise, or be made subject to execution, attachment,
levy, or similar process. A Participant, 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 Participant'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.
4.9 Change of Employment. Notwithstanding any
other provisions of the Plan, Options already granted shall not
be affected by any change of employment of the Participant where
the Participant continues to be employed by the Company. For
purposes of the Plan, neither (i) a transfer of a Participant to
or from the Company or to or from a subsidiary or parent or from
one subsidiary to another, or (ii) a leave of absence duly
authorized by the Company shall be deemed a termination of
employment. However, a Participant may not exercise an Option or
any applicable stock appreciation right during any leave of
absence unless authorized to do so by the Committee.
4.10 Conditions Precedent to Issuance of Shares.
Notwithstanding any of the provisions contained in the Plan or in
any Option, the Company's obligation to issue Shares to a
Participant pursuant to the exercise of an Option under the Plan
shall be subject to:
(a) Completion of such registration or
other qualification of such Shares or obtaining approval of such
governmental authority as shall be determined to be necessary or
advisable in connection with the authorization, issuance, or sale
thereof;
(b) The listing of such Shares on the
New York Stock Exchange and, if required, the preclearance of the
Plan with such Exchange;
(c) The receipt from the Participant of
such representations, agreements, and undertakings as to future
dealings in such Shares as the Company determines to be necessary
or advisable; and
(d) Such shareholder approval as may be
required under the Act, other applicable securities laws, the
Code, and the New York Stock Exchange.
In this connection, the Company shall, to
the extent necessary, take all reasonable steps to obtain such
approvals, registrations, and qualifications as may be necessary
for issuance of such Shares in compliance with applicable laws
and for the listing of such Shares on the New York Stock
Exchange.
4.11 Adjustments. Subsequent to the adoption of
the Plan by the Compensation Committee, appropriate adjustments
in the number of Shares subject to the Plan, Options granted or
to be granted, Shares subject to an Option, and Exercise Price
shall be made by the Compensation Committee to give effect to
adjustments in the number of Shares resulting from subdivision,
split, consolidation, exchange, merger, recapitalization, or
reclassification of the Shares, the payment of stock dividends by
the Company (other than dividends in the ordinary course) or
other similar changes in the capital stock of the Company. The
purpose of such adjustments shall be to ensure that any
Participant exercising an Option after such change in the capital
stock of the Company shall be in the same position as he or she
would have been if he or she had exercised the Option prior to
such change, except with respect to the receipt of income on the
Shares. Fractional shares resulting from such adjustment shall
be rounded up to the nearest whole number. No adjustment shall
be made in connection with the issuance by the Company of any
warrants, rights, or options to acquire additional shares or of
securities convertible into Shares.
4.12 Acceleration of Stock Options.
Notwithstanding any other provision of this Plan, 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 on the day
immediately preceding the date of the merger or consolidation.
SECTION 5
EVENTS AFFECTING ENTITLEMENT
5.1 Events Affecting Entitlement to Options. If
the Participant dies, terminates employment, retires, or suffers
a Disability before Options granted to such Participant are
exercised, such Options shall expire on the date specified in the
governing stock option agreement, unless the Compensation
Committee extends, in whole or in part, the expiration date.
SECTION 6
DURATION OF THE PLAN
6.1 Duration. The Plan shall remain in effect
until all Shares subject to Options granted pursuant to the Plan
have been purchased pursuant to exercise of such Options.
Notwithstanding the foregoing, no Options may be granted pursuant
to the Plan after the tenth anniversary of the Plan's effective
date.
SECTION 7
PARTICIPANTS' RIGHTS
7.1 Employment. Nothing in this Plan shall
interfere with or limit in any way the right to the Company to
terminate the employment of an any Eligible Employee or
Participant at any time. Nothing in this Plan shall confer upon
any employee, any Eligible Employee, or any Participant any right
to continue in the employ of the Company, the employment of such
individuals being expressly "at will" and subject to termination
at any time in the Company's sole discretion.
7.2 Rights as Shareholders. Prior to the
exercise of their Options, Participants shall have no rights
whatsoever as shareholders in respect of any of the Shares
(including, without limitation, any right to receive dividends or
other distribution therefrom, voting rights, warrants, or rights
under any rights offering). Following the exercise of their
Options, Participants shall have the same rights with respect to
the Shares as other shareholders of like Shares.
7.3 No Extension of Rights. Participation in
this Plan shall not give any Participant any right or claim to
any benefit except to the extent provided in the Plan.
SECTION 8
VALUATION
8.1 Method of Valuation. Options granted under
this Plan shall be valued at Fair Market Value or, should it not
be possible to determine Fair Market Value as provided hereunder,
in accordance with such other valuation methodology as is
determined by the Compensation Committee from time to time to be
appropriate and which is acceptable to applicable regulatory
authorities.
SECTION 9
NOTICES
9.1 Delivery. Any notice or other document to be
delivered to a Participant shall be validly sent, given, or
delivered if it is delivered by hand to the Participant or it is
mailed by first class prepaid mail to the latest address shown on
the records of the Company for the Participant.
SECTION 10
ADMINISTRATION AND TERMINATION
10.1 Administration. This Plan shall be
administered by the Compensation Committee of the Board of
Directors of the Company. The Compensation Committee shall have
full authority to administer this Plan, including authority to
interpret and construe any provision of this Plan, to adopt such
rules for administration of this Plan as it may deem necessary or
appropriate, and to delegate duties hereunder to such persons or
entities as it deems appropriate. Decisions of the Compensation
Committee shall be final and binding on all persons who have an
interest in this Plan.
10.2 Amendment. The Compensation Committee may
amend the Plan at any time, with or without notice to the
Participants, provided, however, that no amendment shall reduce
the interests of the Participants under any Options earlier
granted to a Participant under the Plan without the written
consent of the Participants. 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 4.11), (ii) change the designation of the
class of employees eligible to participate in the Plan,
(iii) change the Exercise Price of the Options, or
(iv) materially increase the benefits accruing to Participants
under the Plan or 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 regulations thereunder. No amendment,
modification, or termination of this Plan shall in any manner
adversely affect the rights of any Participant holding Options
granted under this Plan without his or her consent.
10.3 Termination. The Company may terminate the
Plan at any time, with or without notice to the Participants, in
which case all Options granted to Participants shall vest fully
in those Participants.
10.4 Shareholder Approval and Registration
Statement. This Plan shall be approved by the Compensation
Committee and submitted to the Company's shareholders for
approval. Any Options granted under this Plan, prior to
effectiveness of a registration statement 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.
10.5 Expenses. The Company shall pay all costs of
administering and operating the Plan.
10.6 Records. The Company shall maintain, or cause
to be maintained, records indicating the amount credited to the
Participant's account under the Plan, from time to time, and the
number of Options granted to each Participant. Such records
shall be conclusive as to all matters involved in the
administration of the Plan.
10.7 Statements. The Company shall furnish, or
cause to be furnished, to each Participant periodical statements
indicating the vested status of his or her Options and any other
information which the Company considers to be relevant to the
Participant. Such statements shall be given at times determined
by the Company.
10.8 Tax Information Returns. The Company will
issue, or cause to be issued, to each Participant all tax
information required to be delivered under United States tax laws
within the time periods specified in those laws.
10.9 Withholding Taxes. Whenever Shares are issued
on the exercise of an Option under the Plan, the Company shall
(a) require the recipient of the Shares to remit to the Company
an amount sufficient to satisfy all withholding taxes, (b) deduct
from any cash payment pursuant to any broker-assisted option
exercise (net to optionee in cash or shares) an amount sufficient
to satisfy any withholding tax requirements, or (c) withhold from
or require surrender by the recipient, as appropriate, Shares
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 Shares
under this paragraph unless the recipient of the Shares has made
an irrevocable election to have Shares 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. Shares withheld or surrendered under
this paragraph shall be valued at their Fair Market Value on the
date the amount of withholding tax is determined.
10.10 Effective Date of This Plan. This Plan shall be
effective February 20, 1995, subject to approval by the
shareholder of the Company.
10.11 Law of Delaware. The Plan shall be governed by
and construed in accordance with the laws of the state of
Delaware.
BOISE CASCADE OFFICE PRODUCTS CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
This Nonstatutory Stock Option (the "Option") is granted
____________, 19__, ("Grant Date"), by BOISE CASCADE OFFICE
PRODUCTS CORPORATION (the "Company") to ____________________
("Optionee") pursuant to the 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 to occur of (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 Optionee has not, as of the date of the exercise of the
Option, commenced employment with any Competitor of the Company;
or (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; or (d) three months following
termination of Optionee's employment with the Company for any
other reason, except that the Option shall be canceled in the
event of termination of employment for disciplinary reasons.
4. One-third of the Shares of this Option shall be
exercisable after one year from the Grant Date; two-thirds of the
Shares shall be exercisable after two years from the Grant Date;
and all of the Shares shall be exercisable after three years from
the Grant Date. In the event of death or disability of the
Optionee, all of the Shares may be exercisable after the first
anniversary of the date of this agreement.
5. "Competitor" means any business, foreign or domestic,
which is engaged at any time relevant to the provisions of this
Plan, in the distribution of products or in the providing of
services in competition with products 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.
6. "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.
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 4.4 of the Plan.
BOISE CASCADE OFFICE PRODUCTS CORPORATION
By ____________________________________________
John Love
Vice President, Human Resources
Accepted:
By ______________________________
Optionee