1
EXHIBIT 10.8
BOISE CASCADE OFFICE PRODUCTS CORPORATION
DIRECTOR STOCK OPTION PLAN
(As Amended Through December 17, 1996)
2
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 necessary 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
1
3
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 5,000. 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.
2
4
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 purchased 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 directors eligible
to participate in the Plan, (iii) change the
3
5
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
regulations 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 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.
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.
4