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Exhibit 10.14
BOISE CASCADE, L.L.C.
SUPPLEMENTAL PENSION PLAN
(As Adopted on October 29, 2004)
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BOISE CASCADE, L.L.C.
SUPPLEMENTAL PENSION PLAN
ARTICLE I
1. PURPOSE OF THE PLAN. It is the policy of Boise Cascade, L.L.C. (the
"Company") to provide retirement benefits to eligible employees in accordance
with the terms and conditions of the Company's retirement plans. Under certain
circumstances the effect of federal and state tax laws may preclude payment of
full benefits to which an employee is otherwise entitled out of the assets of
the Company's retirement plans qualified under Section 401 of the Internal
Revenue Code of 1986, as amended. In addition, the election of certain employees
to voluntarily defer receipt of otherwise taxable and pensionable compensation
may have the effect of reducing the amount of retirement benefits which such
employees would otherwise be entitled to receive out of the Company's
tax-qualified retirement plans. In order to ensure that employees of the Company
receive the full retirement benefits earned during the course of their
employment with the Company, the Company will provide benefits as described in
this Plan.
ARTICLE II
2. DEFINITIONS.
2.1 "Act" means the Employee Retirement Income Security Act of 1974
("ERISA"), as amended from time to time.
2.2 "Closing Date" means October 29, 2004.
2.3 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
2.4 "Company" means Boise Cascade, L.L.C., and any of its
subsidiaries or affiliated business entities participating in the Pension Plan.
2.5 "Compensation" means a Participant's compensation as defined in
the Pension Plan, but without regard to any limitations required by Section
401(a)(17) of the Code, and including amounts voluntarily deferred at the
Participant's election under any of the nonqualified deferred compensation plans
of the Company.
2.6 "Effective Date" means October 29, 2004.
2.7 "Frozen Benefit" means the monthly benefit that would have been
paid to a Transferred Participant under the Boise Cascade Corporation
Supplemental Pension Plan (As Amended Through September 26, 2003) as if such
participant had
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been eligible to retire with a fully vested benefit and had retired under the
terms of the Boise Cascade Corporation Pension Plan for Salaried Employees as of
the day before the Closing Date. In the event that the Boise Cascade Corporation
Supplemental Pension Plan is terminated prior to the payment of any benefits
under this Plan and a Participant receives a payout of his or her benefits under
such terminated plan, such payout (or the actuarial equivalent thereof) shall be
the Frozen Benefit.
2.8 "Key Employee" means a "key employee" as defined in Section
416(i) of the Code.
2.9 "Maximum Benefit" means the monthly equivalent of the maximum
benefit permitted by the Code to be paid to a participant in the Company's
Pension Plan, taking into account all limitations required by the Code in order
for the Pension Plan to retain its qualified status under Section 401 of the
Code.
2.10 "Participant" means any Transferred Participant who is an
active Participant in the Pension Plan on or after the Effective Date and whose
pension benefits determined on the basis of the provisions of the Pension Plan,
without regard to the limitations of the Code, would exceed the Maximum Benefits
permitted under the Code.
2.11 "Pension Plan" means the Boise Cascade, L.L.C. Pension Plan for
Salaried Employees, as amended from time to time.
2.12 "Plan" means the Boise Cascade, L.L.C. Supplemental Pension
Plan, as amended from time to time, which shall be an unfunded plan providing
benefits for a select group of senior management or highly compensated employees
of the Company.
2.13 "Plan Administrator" means the individual(s) designated by the
Company as the Plan Administrator for purposes of compliance with the
requirements of the Act.
2.14 "Transferred Participant" means any employee of the Company who
was an active participant in the Boise Cascade Corporation Pension Plan for
Salaried Employees, as amended from time to time, immediately before the Closing
Date and whose pension benefits determined on the basis of the provisions of
such plan, without regard to the limitations of the Code, would exceed the
monthly equivalent of the maximum benefit permitted by the Code to be paid to a
participant in such plan, taking into account all limitations required by the
Code in order for such plan to retain its qualified status under Section 401 of
the Code.
2.15 "Unrestricted Benefit" means the maximum monthly normal, early,
or deferred vested (or disability) retirement benefit, whichever is applicable,
which a Participant has earned, calculated in accordance with the benefit
formula under the Pension Plan and determined without regard to any limitations
imposed by the Code,
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including but not limited to limitations under Code Sections 401(a)(17) and 415.
The amount of the Unrestricted Benefit shall be based on a Participant's
Compensation as defined in this Plan.
2.16 All capitalized terms used herein not otherwise defined shall
have the meaning ascribed to such terms under the Pension Plan.
ARTICLE III
3. BENEFITS.
3.1 NORMAL RETIREMENT BENEFIT. Upon the Normal Retirement of a
Participant, as defined in the Pension Plan, a Participant shall be entitled to
a monthly benefit under this Plan equal in amount to his or her Unrestricted
Benefit minus (i) the Maximum Benefit and (ii) the Frozen Benefit. If the
calculations made pursuant to this section produce no monthly benefits for a
Participant, then this Plan shall not apply to that Participant.
3.2 EARLY RETIREMENT BENEFIT. Upon the early retirement of a
Participant as provided under the Pension Plan, such Participant shall be
entitled to a monthly benefit under this Plan equal to his or her Unrestricted
Benefit minus (i) the Maximum Benefit and (ii) the Frozen Benefit. If the
calculations made pursuant to this section produce no monthly benefits for a
Participant, then this Plan shall not apply to that Participant.
3.3 DEFERRED VESTED RETIREMENT BENEFIT. If a Participant terminates
employment with the Company and is entitled to a deferred vested retirement
benefit provided under the Pension Plan, such Participant shall be entitled to a
monthly benefit under this Plan equal to his or her Unrestricted Benefit minus
(i) the Maximum Benefit and (ii) the Frozen Benefit. If the calculations made
pursuant to this section produce no monthly benefits for a Participant, then
this Plan shall not apply to that Participant.
3.4 SPOUSAL PENSION BENEFIT. Subject to Section 3.5 below, on the
death of a Participant whose spouse is eligible for a pre- or post-retirement
surviving spouse benefit under the Pension Plan, the Participant's surviving
spouse shall be entitled to a monthly benefit equal to the surviving spouse
benefit determined in accordance with the provisions of the Pension Plan without
regard to the limitations under the Code, minus (i) the Maximum Benefit and (ii)
the Frozen Benefit. If the calculations made pursuant to this section produce no
monthly benefits for a Participant's surviving spouse, then this Plan shall not
apply to that surviving spouse.
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3.5 FORMS OF BENEFIT PAYMENT.
(a) If on the date of a Participant's termination of
employment with the Company his or her accrued vested benefit under this Plan is
less than $10,000 in present value (calculated in accordance with present value
determinations under the Pension Plan), such benefit shall be distributed in a
lump sum on or about February 1 of the calendar year following the year in which
termination of employment occurred.
(b) If on the date of a Participant's termination of
employment with the Company his or her accrued vested benefit under this Plan is
equal to or greater than $10,000 in present value (calculated in accordance with
present value determinations under the Pension Plan), such benefit shall be
distributed in a lump sum on or about February 1 of the calendar year following
the year in which termination of employment occurred, unless the Participant,
within 30 days of the Participant's initial participation hereunder, elects to
have his or her benefit paid in monthly installments over a period not to exceed
15 years, commencing no later than the first of the month following the
Participant's 65th birthday.
(c) For purposes of this Section 3.5, the calculation of
whether a Participant's accrued vested benefit exceeds $10,000 shall be net of
any Maximum Benefit or Frozen Benefit to which a Participant is entitled.
3.6 TAXES. The Company shall deduct from all payments made under
this Plan all applicable federal or state taxes required by law to be withheld.
ARTICLE IV
4. PLAN ADMINISTRATION.
4.1 ADMINISTRATOR. The Plan shall be administered by the Company,
acting through its Plan Administrator, which shall have complete and
unrestricted authority to interpret the Plan and issue such administrative rules
and procedures as it deems appropriate, in its sole discretion. The Plan
Administrator shall have the duty and responsibility of maintaining records,
making the requisite calculations, and disbursing the payments hereunder. The
Plan Administrator's interpretations, determinations, procedures, and
calculations shall be final and binding on all persons and parties concerned.
4.2 AMENDMENT AND TERMINATION. The Company, acting through the
Executive Compensation Committee of the Board of Managers of Boise Cascade
Holdings, L.L.C., may amend or terminate the Plan at any time, provided,
however, that no such amendment or termination shall adversely affect a benefit
to which a Participant or his or her beneficiary is entitled under Article III
prior to the effective date of such amendment or termination unless such
Participant or beneficiary becomes
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entitled to an amount equal to such benefit under another plan or policy adopted
by the Company.
4.3 PAYMENTS AND SETOFF. The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating hereto. The
Company shall have the right to withhold and deduct from payments due hereunder
to any Participant any amounts owed by the Participant to the Company or its
affiliates.
4.4 NONASSIGNABILITY OF BENEFITS. The benefits payable hereunder or
the right to receive future benefits under the Plan may not be anticipated,
alienated, pledged, encumbered, or subjected to any charge or legal process, and
if any attempt is made to do so, or a person eligible for any benefit becomes
bankrupt, the interest under the Plan of the person affected may be terminated
by the Plan Administrator which, in its sole discretion, may cause the same to
be held or applied for the benefit of one or more of the dependents of such
person or make any other disposition of such benefits that it deems appropriate,
in its sole discretion.
4.5 STATUS OF PLAN. The benefits under this Plan shall not be
funded but shall constitute liabilities by the Company payable when due.
4.6 EMPLOYMENT NOT GUARANTEED. This Plan is not intended to and
does not create a contract of employment in any manner. Employment with the
Company is at will, which means that either the employee or the Company may end
the employment relationship at any time and for any reason. Nothing in this Plan
changes or should be construed as changing that at-will relationship.
4.7 APPLICABLE LAW. All questions pertaining to the construction,
validity, and effect of this Plan shall be determined in accordance with the
laws of the United States and, to the extent not preempted by such laws, by the
laws of the state of Idaho.
4.8 DEFERRED COMPENSATION AND BENEFITS TRUST. Upon the occurrence
of a Change in Control of the Company (as defined in the Company's Deferred
Compensation and Benefits Trust (the "DCB Trust")), or at any time thereafter,
the Company, in its sole discretion, may transfer to the DCB Trust cash,
marketable securities, or other property acceptable to the trustee to pay the
Company's obligations under this Plan in whole or in part (the "Funding
Amount"). Any cash, marketable securities, and other property so transferred
shall be held, managed, and disbursed by the trustee subject to and in
accordance with the terms of the DCB Trust. In addition, from time to time, the
Company may make additional transfers of cash, marketable securities, or other
property acceptable to the trustee as desired by the Company in its sole
discretion to maintain or increase the Funding Amount with respect to this Plan.
The assets of the DCB Trust, if any, shall be used to pay benefits under this
Plan, except to the extent the Company pays such benefits. The Company and any
successor shall continue to be liable for the ultimate payment of those
benefits.
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4.9 APPEALS PROCEDURE. Claims for benefits under this Plan shall be
subject to determination and review by the Company. If any Participant disagrees
with the Company's determination of benefits hereunder, the Participant shall
have the right to appeal the Company's determination in accordance with
procedures adopted by the Company applicable to appeals under the Pension Plan.
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