Exhibit 10.2
BOISE CASCADE OFFICE PRODUCTS CORPORATION
EARLY RETIREMENT PLAN FOR EXECUTIVE OFFICERS
(As Amended Through August 3, 1999)
BOISE CASCADE OFFICE PRODUCTS CORPORATION
EARLY RETIREMENT PLAN FOR EXECUTIVE OFFICERS
ARTICLE I: PURPOSE
The purpose of this Plan is to facilitate the orderly succession of
Executive Officers of the Company with continuity of management by providing
additional Early Retirement Benefits for eligible Executive Officers.
ARTICLE II: DEFINITIONS AND CONSTRUCTION
2.1 Definitions: The following words and phrases shall have the
meaning set forth below unless the context clearly indicates to the contrary:
(a) "Board of Directors" shall mean the Board of Directors of
Boise Cascade Office Products Corporation or any duly constituted committee of
the Board of Directors to whom authority to act on behalf of the Board of
Directors has been delegated.
(b) "Committee" shall mean the Retirement Committee of the
Company, appointed by the Board of Directors, which, in addition to its other
duties and responsibilities, shall have the duties and responsibilities set
out in Article V of this Plan.
(c) "Company" shall mean Boise Cascade Office Products
Corporation or its successor or successors, and including all wholly owned and
majority-owned subsidiaries of Boise Cascade Office Products Corporation.
(d) "Competitor" shall mean 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.
(e) "Early Retirement Date" shall mean the date an Executive
Officer terminates employment with the Company after satisfying the
eligibility requirements of Section 3.1 of this Plan and before his or her
Normal Retirement Date.
(f) "Early Retirement Benefits" shall mean the benefits that
will be paid to an Eligible Executive Officer who retires from the Company
under the provisions of this Plan.
(g) "Effective Date" shall mean the date this Plan becomes
effective as established by the Board of Directors.
(h) "Eligible Executive Officer" shall mean an Executive Officer
of the Company who satisfies the criteria for participation in the Plan
described in Section 3.1 hereof.
(i) "Executive Officer" shall mean any person identified by the
Board of Directors as such.
(j) "Normal Retirement Date" shall mean the first day of the
month coincident with or next following an Executive Officer's 65th birthday.
(k) "Salaried Plan" shall mean the Boise Cascade Corporation
Pension Plan for Salaried Employees, together with the Company's Supplemental
Pension Plan, as such plans currently are in effect and as they may be amended
from time to time after the Effective Date of this Plan.
(l) "Plan" shall mean the Boise Cascade Office Products
Corporation Early Retirement Plan for Executive Officers as set forth herein
and as amended from time to time.
2.2 Construction: Except to the extent preempted by federal law, this
Plan shall be construed according to the laws of the state of Delaware. The
words "hereof," "herein," "hereunder," and other similar compounds of the word
"here" shall mean and refer to the entire Plan, not to any particular
provision or section. Capitalized terms used herein but not defined in this
Article II shall have the meaning ascribed to such terms in the Salaried Plan.
ARTICLE III: ELIGIBILITY FOR EARLY RETIREMENT BENEFITS
3.1 Eligibility. An Executive Officer (i) with ten or more years of
service with the Company (including years of service with Boise Cascade
Corporation) as defined in the Salaried Plan, (ii) who is also an Executive
Officer of Boise Cascade Corporation, (iii) who has served as an Executive
Officer of Boise Cascade Corporation for at least five full years measured
from the date of his or her election to such office, and (iv) whose employment
with the Company is terminated through Involuntary Retirement or who elects
early retirement on or after his or her Early Retirement Date but before his
or her Normal Retirement date, shall receive the Early Retirement Benefits as
set forth in Article IV hereof; provided, however, in the event an Executive
Officer is terminated for "disciplinary reasons" as that term is used in the
Company's Termination of Employment Policy, such Executive Officer shall not
be eligible to receive any benefits under this Supplemental Plan.
3.2 Notice: Any Eligible Executive Officer desiring to retire under
the terms of this Plan shall notify the Company of his or her decision, in
writing, at least 30 days in advance of the date he or she intends to retire
from the Company.
ARTICLE IV: EARLY RETIREMENT BENEFITS
4.1 Early Retirement Benefits: An Eligible Executive Officer who
retires before his or her Normal Retirement Date shall receive the Early
Retirement Benefits as set forth in Section 4.2 hereof.
4.2 Computation of Early Retirement Benefits: The Early Retirement
Benefits payable to an Executive Officer who is covered by the provisions of
Section 4.1 hereof shall be calculated as follows:
(a) Until age 65, the Early Retirement Benefits payable here-
under shall be an amount equal to the Basic Pension Benefit that would have
been payable at age 65 under the Salaried Plan, as described in Article 5 of
the Salaried Plan, (before reduction to reflect any retirement option selected
by the Executive Officer pursuant to the Salaried Plan) without reduction on
account of early retirement. Upon reaching age 65, benefits under this Plan
shall cease and the Executive Officer shall receive the Basic Pension Benefit
to which he or she is entitled under the terms of the Salaried Plan, with the
benefit commencement date under the Salaried Plan being the Executive
Officer's Normal Retirement Date.
(b) Notwithstanding the foregoing, if an Eligible Executive
Officer commences receipt of a Basic Pension Benefit from the Salaried Plan
prior to his or her Normal Retirement Date, upon the date such Basic Pension
Benefit commences the amounts described in subparagraph (a) above shall be
adjusted to become equal to the difference between (1) the amount of the Basic
Pension Benefit, as defined in the Salaried Plan (before the reduction to
reflect any retirement option selected by the Executive Officer pursuant to
the Salaried Plan), payable to the Executive Officer as of his or her Early
Retirement Date, without reduction for early retirement under the Salaried
Plan, and (2) the amount of the Basic Pension Benefit, as defined in the
Salaried Plan (before the reduction to reflect any retirement option selected
by the Executive Officer pursuant to the Salaried Plan), payable to the
Executive Officer as of his or her Early Retirement Date, after application of
the reduction factors as set forth in Article VI of the Salaried Plan due to
the Executive Officer's election to retire on or after his or her Early
Retirement Date.
If the calculations made pursuant to this Section 4.2 produce no
Early Retirement Benefits for an Executive Officer, then this Plan shall not
apply to that Executive Officer.
The Company will be secondarily liable for the payment of any
amounts that are payable from the Salaried Plan.
4.3 Manner and Adjustment of Payment: The Early Retirement Benefits,
as computed in Section 4.2 hereof and as provided hereunder, shall be an
unfunded general obligation of the Company and shall be paid to the Executive
Officer in monthly installments as a supplemental retirement benefit. The
Early Retirement Benefits shall be paid in the same form as the Executive
Officer's benefits selected under the Salaried Plan and shall be actuarially
reduced to reflect the optional form of payment, if any, selected by the
Executive Officer under the Salaried Plan.
4.4 Executive Officer Not to Compete: If an Executive Officer, who is
receiving Early Retirement Benefits hereunder and who has not yet reached his
or her Normal Retirement Date, provides significant services as an employee or
consultant, or otherwise renders services of a significant nature for
remuneration, to a Competitor, the Company may, in its sole discretion, cancel
all further Early Retirement Benefits due to be payable to the Executive
Officer hereunder. After the date of cancellation, the Executive Officer
shall forfeit all future benefits under this Plan. The Company may, in its
sole discretion, consent to an Executive Officer's rendering services to a
Competitor. If the Company does so consent, it may place whatever limitations
it considers appropriate on the consent. If the Executive Officer breaches
the terms of the consent, the Company may, in its sole discretion, cancel all
further Early Retirement Benefits due to be payable to the Executive Officer
hereunder. After the date of cancellation, the Executive Officer shall
forfeit all future benefits under this Plan. The determination of whether an
Executive Officer is or will be providing "significant services to a
Competitor" shall be made by the Board of Directors in its sole discretion.
4.5 Supplemental Survivor's Retirement Benefit: In the event an
Eligible Executive Officer terminates employment by reason of death, his or
her spouse, if any, shall be eligible to receive a supplemental Survivor's
Retirement Benefit under this Plan. The amount of the supplemental Survivor's
Retirement Benefit shall be equal to the difference between the Survivor's
Retirement Benefit payable under the terms of the Salaried Plan and the amount
to which the spouse would be entitled under the terms of both this Plan and
such Salaried Plan if the Eligible Executive Officer had elected Early
Retirement on the date of his or her death and had elected to receive benefits
in the form of a 50% Joint and Survivor Annuity with the spouse as joint
annuitant. A surviving spouse shall not be eligible for a supplemental
survivor's benefit under this Plan unless the spouse is eligible for a
survivor's benefit under the terms of the Salaried Plan.
ARTICLE V: DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
5.1 Committee's Powers: Except as otherwise provided in the Plan with
regard to the powers of the Company, the Committee shall have control of
administration of the Plan with all powers necessary to enable it to carry out
its duties hereunder. The Committee shall have the right to inspect the
records of the Company whenever such inspection may be reasonably necessary in
order to determine any fact pertinent to the performance of the duties of the
Committee. The Committee, however, shall not be required to make such
inspection but may, in good faith, rely on any statement of the Company or any
of its officers or employees.
5.2 Copy of Plan to Be Furnished: The Committee shall cause a copy of
this Plan to be provided to all Executive Officers of the Company who are or
become entitled to be covered under this Plan as Eligible Executive Officers.
5.3 Records: The Committee shall keep a complete record of all its
proceedings and all data necessary for administration of the Plan.
5.4 Appeal Procedure: If any Eligible Executive Officer feels
aggrieved by any decision of the Committee concerning his or her benefits
hereunder, the Committee shall provide, upon written request of the Eligible
Executive Officer, specific written reasons for the decision. The Committee
shall afford an Eligible Executive Officer whose claim for benefits has been
denied 60 days from the date notice of denial is mailed in which to request a
hearing before the Committee. If an Eligible Executive Officer requests a
hearing, the Committee shall review the written comments, oral statements, and
any other evidence presented on behalf of the Eligible Executive Officer at
the hearing and render its decision within 60 days of such hearing. If the
Eligible Executive Officer still feels aggrieved by the Committee's decision
concerning his or her benefits hereunder, the Eligible Executive Officer can
request the Compensation Committee of the Board of Directors to review his or
her case. The request for hearing must be made in writing within 60 days from
the date of the Committee's decision. The Compensation Committee of the Board
of Directors shall review said decision within four months after receiving the
Eligible Executive Officer's request for review and shall, within a reasonable
time thereafter, render a decision respecting the Eligible Executive Officer's
claim which shall be final, binding, and conclusive.
If any Eligible Executive Officer feels aggrieved by any decision
of the Company concerning his or her rights hereunder, the Company shall
provide, upon the written request of the Eligible Executive Officer, specific
written reasons for its decision. If the Eligible Executive Officer is not
satisfied with the Company's decision with respect to his or her rights, the
Eligible Executive Officer can request the Compensation Committee of the Board
of Directors to review the case. The Eligible Executive Officer's request
must be made within 60 days of the mailing of the Company's written decision,
and the Compensation Committee of the Board of Directors will handle the
review in the same manner as set forth above with respect to appeals from
Committee decisions.
ARTICLE VI: AMENDMENT AND TERMINATION
6.1 Amendment: The Company reserves the right to amend this Plan at
any time, in its sole discretion and for any reason whatsoever, acting through
the Board of Directors or any duly authorized delegate thereof; provided,
however, no such amendment shall affect the right to any benefits hereunder of
any Eligible Executive Officer who elected or was required, pursuant to this
Plan, to retire prior to his or her Normal Retirement date.
6.2 Termination: It is the present intention of the Company to
maintain this Plan indefinitely. Nonetheless, the Company reserves the right
to terminate this Plan at any time, in its sole discretion and for any reason
whatsoever, acting through its Board of Directors; provided, however, no such
termination shall affect the right to any benefits hereunder of an Eligible
Executive Officer who elected or was required, pursuant to this Plan, to
retire prior to his or her Normal Retirement Date.
ARTICLE VII: MISCELLANEOUS
7.1 Benefits Not Transferable or Assignable: None of the benefits,
payments, proceeds, claims, or rights of any Executive Officer hereunder shall
be subject to the claim of any creditor of the Executive Officer, other than
the Company as permitted in Section 7.2 hereof, nor shall any Executive
Officer have any right to transfer, assign, encumber, or otherwise alienate
any of the benefits or proceeds which he or she may expect to receive,
contingently or otherwise, under this Plan.
7.2 Setoff: The Company shall have the right to withhold and deduct
from payments due hereunder to any Executive Officer any amounts owed by the
Executive Officer to the Company which were incurred prior to the Executive
Officer's retirement from the Company.