Exhibit 4
BOISE CASCADE OFFICE PRODUCTS CORPORATION
KEY EXECUTIVE STOCK OPTION PLAN
(As Amended Through February 16, 1999)
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 6,500,000 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.