{"id":38559,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-agreement-boise-cascade-corp2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-agreement-boise-cascade-corp2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-agreement-boise-cascade-corp2.html","title":{"rendered":"Change in Control Agreement &#8211; Boise Cascade Corp."},"content":{"rendered":"<pre>\n[As amended through July 29, 1999]\n                                                               CONFIDENTIAL\n(Date)\n\n\n[                     ]\n\n\nDear [          ]:\n\n\n    Boise Cascade Corporation (the 'Company') considers it essential to the \nbest interests of its stockholders to foster the continuous employment of \nkey management personnel in the event there is, or is threatened, a change \nin control of the Company.  In this connection, the Board of Directors of \nthe Company (the 'Board') recognizes that the possibility of a change in \ncontrol may exist and that such possibility, and the uncertainty and \nquestions which it may raise among management, may result in the departure \nor distraction of management personnel to the detriment of the Company and \nits stockholders.\n\n    The Board has determined that appropriate steps should be taken to \nreinforce and encourage the continued attention and dedication of members \nof the  management, including yourself, to their assigned duties without \ndistraction Company's in the face of potentially disturbing circumstances \narising from the possibility of a change in control of the Company, \nalthough no such change is now contemplated.\n\n    In order to induce you to remain in the employ of the Company in the \nface of a change in control of the Company and in consideration of your \nagreement set forth in Section 2.B hereof, the Company agrees that you \nshall receive the severance benefits set forth in this letter agreement in \nthe event your employment with the Company is terminated prior or \nsubsequent to a 'change in control of the Company' (as defined in Section 2 \nhereof) under the circumstances described below.\n\n     1.   TERM OF AGREEMENT.  This Agreement amends, supersedes, and \nrestates in its entirety the Agreement between you and the Company dated \n____________.  This amendment shall be effective on the date hereof and \nshall continue in effect through [        ]; provided, however, that \ncommencing on [             ], and each January 1 thereafter, the term of \nthis Agreement shall automatically be extended so as to terminate on the \nthird anniversary of such date, unless, not later than September 30 of the \npreceding year, the Company shall have given notice not to extend this \nAgreement; provided, however, if a change in control of the Company (as \ndefined in Section 2 hereof) shall have occurred during the term of this \nAgreement, this Agreement shall continue in effect for a period of not less \nthan twenty-four months beyond the month in which such change in control of \nthe Company occurred.\n\n     2.   CHANGE IN CONTROL.\n\n          A.  No benefits shall be payable hereunder unless there shall \nhave been a change in control of the Company, as set forth below, and your \nemployment by the Company shall have been terminated in accordance with \nSection 3 below.  A 'change in control of the Company' shall be deemed to \nhave occurred if the event set forth in any one of the following paragraphs \nshall have occurred:\n\n             (1)  Any Person is or becomes the Beneficial Owner, directly \nor indirectly, of securities of the Company representing 20% or more of \neither the then outstanding shares of common stock of the Company or the \ncombined voting power of the Company's then outstanding securities; \nprovided, however, if such Person acquires securities directly from the \nCompany, such securities shall not be included unless such Person acquires \nadditional securities which, when added to the securities acquired directly \nfrom the Company, exceed 20% of the Company's then outstanding shares of \ncommon stock or the combined voting power of the Company's then outstanding \nsecurities; and provided further that any acquisition of securities by any \nPerson in connection with a transaction described in Subsection 2A(3)(i) of \nthis Agreement shall not be deemed to be a change in control of the \nCompany; or\n\n             (2)  The following individuals cease for any reason to \nconstitute at least 66 2\/3% of the number of directors then serving:  \nindividuals who, on the date hereof, constitute the Board and any new \ndirector (other than a director whose initial assumption of office is in \nconnection with an actual or threatened election contest, including but not \nlimited to a consent solicitation, relating to the election of directors of \nthe Company) whose appointment or election by the Board or nomination for \nelection by the Company's stockholders was approved by a vote of at least \ntwo-thirds (2\/3) of the directors then still in office who either were \ndirectors on the date hereof or whose appointment, election or nomination \nfor election was previously so approved (the  'Continuing Directors'); or\n\n             (3)  The consummation of a merger or consolidation of the \nCompany (or any direct or indirect subsidiary of the Company) with any \nother corporation other than (i) a merger or consolidation which would \nresult in both (a) continuing directors continuing to constitute at least \n66 2\/3% of the number of directors of the combined entity immediately \nfollowing consummation of such merger or consolidation and (b) the voting \nsecurities of the Company outstanding immediately prior to such merger or \nconsolidation continuing to represent (either by remaining outstanding or \nby being converted into voting securities of the surviving entity or any \nparent thereof) at least 66 2\/3% of the combined voting power of the voting \nsecurities of the Company or such surviving entity or any parent thereof \noutstanding immediately after such merger or consolidation, or (ii) a \nmerger or consolidation effected to implement a recapitalization of the \nCompany (or similar transaction) in which no Person is or becomes the \nBeneficial Owner, directly or indirectly, of securities of the Company \nrepresenting 20% or more of either the then outstanding shares of common \nstock of the Company or the combined voting power of the Company's then \noutstanding securities; provided, however, if such Person acquires \nsecurities directly from the Company, such securities shall not be \nincluded unless such Person acquires additional securities which, when \nadded to the securities acquired directly from the Company, exceed 20% of \nthe Company's then outstanding shares of common stock or the combined \nvoting power of the Company's then outstanding securities; and provided \nfurther that any acquisition of securities by any Person in connection \nwith a transaction described in Subsection 2A(3)(i) of this Agreement \nshall not be deemed to be a change in control of the Company; or\n\n             (4)  The stockholders of the Company approve a plan of \ncomplete liquidation or dissolution of the Company or the consummation of \nan agreement for the sale or disposition by the Company of all or \nsubstantially all of the Company's assets, other than a sale or disposition \nby the Company of all or substantially all of the Company's assets to an \nentity, at least 66 2\/3% of the combined voting power of the voting \nsecurities of which are owned by Persons in substantially the same \nproportions as their ownership of the Company immediately prior to such \nsale.\n\n             Notwithstanding the foregoing, any event or transaction which \nwould otherwise constitute a change in control of the Company (a \n'Transaction') shall not constitute a change in control of the Company for \npurposes of your benefits under this Agreement if, in connection with the \nTransaction, you participate as an equity investor in the acquiring entity \nor any of its affiliates (the 'Acquiror').  For purposes of the preceding \nsentence, you shall not be deemed to have participated as an equity \ninvestor in the Acquiror by virtue of (a) obtaining beneficial ownership of \nany equity interest in the Acquiror as a result of the grant to you of an \nincentive compensation award under one or more incentive plans of the \nAcquiror (including but not limited to the conversion in connection with \nthe Transaction of incentive compensation awards of the Company into \nincentive compensation awards of the Acquiror), on terms and conditions \nsubstantially equivalent to those applicable to other executives of the \nCompany immediately prior to the Transaction, after taking into account \nnormal differences attributable to job responsibilities, title, and the \nlike; (b) obtaining beneficial ownership of any equity interest in the \nAcquiror on terms and conditions substantially equivalent to those obtained \nin the Transaction by all other stockholders of the Company; or (c) having \nobtained an incidental equity ownership in the Acquiror prior to and not in \nanticipation of the Transaction.\n\n        B.  For purposes of this Agreement, a 'potential change in control \nof the Company' shall be deemed to have occurred if (1) the Company enters \ninto an agreement, the consummation of which would result in the occurrence \nof a change in control of the Company, (2) the Company or any Person \npublicly announces an intention to take or to consider taking actions which \nif consummated would constitute a change in control of the Company; (3) any \nPerson becomes the Beneficial Owner, directly or indirectly, of securities \nof the Company representing 9.5% or more of either the then outstanding \nshares of common stock of the Company or the combined voting power of the \nCompany's then outstanding securities; or (4) the Board adopts a resolution \nto the effect that a potential change in control of the Company for \npurposes of this Agreement has occurred.  You agree that, subject to the \nterms and conditions of this Agreement, in the event of a potential change \nin control of the Company, you will at the option of the Company remain in \nthe employ of the Company until the earlier of (a) the date which is six \nmonths from the occurrence of the first such potential change in control of \nthe Company, or (b) the date of a change in control of the Company.\n\n        C.  For purposes of this Agreement, 'Beneficial Owner' shall have \nthe meaning set forth in Rule 13d-3 under the Securities Exchange Act of \n1934, as amended (the 'Exchange Act').\n\n        D.  For purposes of this Agreement, 'Person' shall have the meaning \ngiven in Section 3(a)(9) of the Exchange Act, as modified and used in \nSections 13(d) and 14(d) thereof, except that such term shall not include \n(1) the Company or any of its subsidiaries, (2) a trustee or other \nfiduciary holding securities under an employee benefit plan of the Company \nor any of its subsidiaries, (3) an underwriter temporarily holding \nsecurities pursuant to an offering of such securities, or (4) a corporation \nowned, directly or indirectly, by the stockholders of the Company in \nsubstantially the same proportions as their ownership of stock of the \nCompany.\n\n     3. TERMINATION AND CHANGE IN CONTROL.  If (1) any of the events \ndescribed in Section 2 hereof constituting a change in control of the \nCompany shall have occurred and your employment subsequently terminates \nduring the term of this Agreement or (2) there has occurred a potential \nchange in control, your employment subsequently terminates during the term \nof this Agreement in contemplation of a change in control, and subsequently \nan actual change in control of the Company pursuant to Section 2 occurs, \nyou shall be entitled to the benefits provided in Sections 4 and 5 hereof \nunless in either case such termination is because of your death, by the \nCompany for Cause or Disability, or by you other than for Good Reason.\n\n        A.  DISABILITY.  If, as a result of your incapacity due to physical \nor mental illness, you shall have been absent from your duties with the \nCompany on a full-time basis for six consecutive months, and within thirty \ndays after written notice of termination is given you shall not have \nreturned to the full-time performance of your duties, the Company may \nterminate your employment for 'Disability.'\n\n        B.  CAUSE.  Termination by the Company of your employment for \n'Cause' shall mean termination upon (1) the willful and continued failure \nby you to substantially perform your duties with the Company (other than \nany such failure resulting from your incapacity due to physical or mental \nillness or any such actual or anticipated failure resulting from your \ntermination for Good Reason), after a demand for substantial performance is \ndelivered to you by the Board which specifically identifies the manner in \nwhich the Board believes that you have not substantially performed your \nduties, or (2) the willful engaging by you in conduct which is demonstrably \nand materially injurious to the Company, monetarily or otherwise.  For \npurposes of this Subsection, no act, or failure to act, on your part shall \nbe considered 'willful' unless done, or omitted to be done, by you not in \ngood faith and without reasonable belief that your action or omission was \nin the best interest of the Company.  Notwithstanding the foregoing, you \nshall not be deemed to have been terminated for Cause unless and until \nthere shall have been delivered to you a copy of a resolution duly adopted \nby the affirmative vote of not less than three-quarters of the entire \nmembership of the Board at a meeting of the Board called and held for the \npurpose (after reasonable notice to you and an opportunity for you, \ntogether with your counsel, to be heard before the Board), finding that in \nthe good faith opinion of the Board you were guilty of conduct set forth \nabove in clauses (1) or (2) of the first sentence of this Subsection and \nspecifying the particulars thereof in detail.  All decisions by the Company \nregarding termination for Cause must be supported by clear and convincing \nevidence.\n\n       C.  GOOD REASON.  You shall be entitled to terminate your employment \nfor Good Reason.  For purposes of this Agreement, 'Good Reason' shall, \nwithout your express written consent, mean:\n\n           (1)   The assignment to you of any duties inconsistent with your \nstatus as an Executive Officer of the Company or an adverse alteration in \nthe nature or status of your responsibilities from those in effect \nimmediately prior to a change in control of the Company;\n\n           (2)  The disposition by the Company of the business of the \nCompany for which your services are principally provided pursuant to a \npartial or complete liquidation of the Company, a sale of assets (including \nstock of a subsidiary) of the Company, or otherwise;\n\n           (3)   A reduction by the Company in your annual base salary as \nin effect on the date hereof or as the same may be increased from time to \ntime, except for across-the-board salary reductions similarly affecting all \nexecutives of the Company and all executives of any Person in control of \nthe Company;\n\n           (4)   The Company's requiring you to be based anywhere other \nthan in the metropolitan area in which you were based immediately prior to \na change in control of the Company, except for required travel on the \nCompany's business to an extent substantially consistent with your business \ntravel obligations as such existed immediately prior to the change in \ncontrol;\n\n           (5)   The failure by the Company to continue in effect any \ncompensation plan in which you were participating immediately prior to the \nchange in control of the Company, including but not limited to your \nparticipation, if any, in the Company's Key Executive Performance Plan for \nExecutive Officers (the 'KEPP'), the 1982, 1986, and 1995 Executive Officer \nDeferred Compensation Plans, the 1987 and 1995 Key Executive Deferred \nCompensation Plans (the 'Deferred Compensation Plans'), the 1984 Key \nExecutive Stock Option Plan (the '1984 Stock Option Plan'), or any \nsubstitute or additional plans adopted prior to the change in control of \nthe Company, unless an equitable arrangement (embodied in an ongoing \nsubstitute or alternative plan) has been made with respect to such plan in \nconnection with the change in control of the Company, or unless the plan \nhas expired in accordance with its terms in effect immediately prior to the \nchange in control of the Company; or the failure by the Company to continue \nyour participation therein on a basis not materially less favorable, both \nin terms of the amount of benefits provided and the level of your \nparticipation relative to other participants, as existed immediately prior \nto the change in control of the Company;\n\n           (6)   The failure by the Company to continue to provide you with \nbenefits substantially similar to those enjoyed by you under any of the \nCompany's pension, life insurance, medical, health and accident, or \ndisability plans, including, without limitation, the Company's Split-Dollar \nLife Insurance Plan ('Split-Dollar Plan'), and the Supplemental Early \nRetirement Plan for Executive Officers ('Early Retirement Plan'), the \nPension Plan for Salaried Employees (the 'Qualified Plan'), the Savings and \nSupplemental Retirement Plan (the 'SSRP'), the Supplemental Retirement \nPrograms (the 'Excess Benefit Plans'), and any other nonqualified pension \nagreement between you and the Company, in which you may have been \nparticipating at the time of a change in control of the Company, the taking \nof any action by the Company which would directly or indirectly materially \nreduce any of such benefits or deprive you of any material fringe benefit \nenjoyed by you at the time of the change in control of the Company, or the \nfailure by the Company to provide you with the number of paid vacation days \nto which you are entitled on the basis of years of service with the Company \nin accordance with the Company's normal vacation policy in effect at the \ntime of the change in control of the Company;\n\n            (7)   The failure of the Company to obtain a satisfactory \nagreement from any successor to assume and agree to perform this Agreement, \nas contemplated in Section 7 hereof; or\n\n            (8)   Any purported termination of your employment which is not \neffected pursuant to a Notice of Termination satisfying the requirements of \nSubsection D below (and, if applicable, Subsection B above).  Furthermore, \nno such purported termination of your employment shall be effective for \npurposes of this Agreement.\n\n             Your right to terminate your employment pursuant to this \nSubsection shall not be affected by your incapacity due to physical or \nmental illness.  Your continued employment shall not constitute consent to, \nor a waiver of rights with respect to, any act or failure to act \nconstituting Good Reason hereunder.\n\n         D.  NOTICE OF TERMINATION.  Any purported termination by the \nCompany or by you shall be communicated by written Notice of Termination to \nthe other party hereto in accordance with Section 8 hereof.  For purposes \nof this Agreement, a 'Notice of Termination' shall mean a notice which \nshall indicate the specific termination provision in this Agreement relied \nupon and shall set forth in reasonable detail the facts and circumstances \nclaimed to provide a basis for termination of your employment under the \nprovision so indicated.\n\n         E.  DATE OF TERMINATION, ETC.  'Date of Termination' shall mean \n(1) if your employment is terminated for Disability, thirty days after \nNotice of Termination is given (provided that you shall not have returned \nto the performance of your duties on a full-time basis during such thirty-\nday period), and (2) if your employment is terminated pursuant to \nSubsection B or C above or for any other reason, the date specified in the \nNotice of Termination (which, in the case of a termination pursuant to \nSubsection B above shall not be less than thirty days, and in the case of a \ntermination pursuant to Subsection C above shall not be more than sixty \ndays, respectively, from the date such Notice of Termination is given); \nprovided that if within thirty days after any Notice of Termination is \ngiven the party receiving such Notice of Termination notifies the other \nparty that a dispute exists concerning the termination, the Date of \nTermination shall be the date on which the dispute is finally determined, \neither by mutual written agreement of the parties or by a final judgment, \norder or decree of a court of competent jurisdiction (the time for appeal \ntherefrom having expired and no appeal having been perfected); and provided \nfurther that the Date of Termination shall be extended by a notice of \ndispute only if such notice is given in good faith and the party giving \nsuch notice pursues the resolution of such dispute with reasonable \ndiligence.  Notwithstanding the pendency of any such dispute, the Company \nwill continue to pay you your full compensation in effect when the notice \ngiving rise to the dispute was given (including, but not limited to, base \nsalary) and continue you as a participant in all compensation, benefit and \ninsurance plans in which you were participating when the notice giving rise \nto the dispute was given, until the dispute is finally resolved in \naccordance with this Section.  Amounts paid under this Section are in \naddition to all other amounts due under this Agreement and shall not be \noffset against or reduce any other amounts due under this Agreement.\n\n     4.  COMPENSATION UPON TERMINATION OR DURING DISABILITY.\n\n         A.  During any period that you fail to perform your duties \nhereunder as a result of incapacity due to physical or mental illness, you \nshall continue to receive your full base salary at the rate then in effect \nand all compensation, including under the KEPP, paid during the period \nuntil your employment is terminated pursuant to Section 3.A hereof.  \nThereafter, your benefits shall be determined in accordance with the insur-\nance programs then in effect of the Company or subsidiary corporation by \nwhich you are employed, and any qualified retirement plan and any executive \nsupplemental retirement plan in effect immediately prior to the change in \ncontrol of the Company.\n\n         B.  If your employment shall be terminated for Cause or by you \nother than for Good Reason, the Company shall pay you only your full base \nsalary through the Date of Termination at the rate in effect at the time \nNotice of Termination is given, plus all other amounts to which you are \nentitled under any compensation plan of the Company at the time such \npayments are due, and the Company shall have no further obligations to you \nunder this Agreement.\n\n         C.  If your employment shall be terminated by the Company or any \nsubsidiary corporation by which you are employed other than for Cause or \nDisability, or by you for Good Reason, then you shall be entitled to the \nbenefits provided below:\n\n             (1)  The Company shall pay you, not later than the fifth day \nfollowing the Date of Termination, your full base salary through the Date \nof Termination at the rate in effect at the time Notice of Termination is \ngiven without regard to any reduction in base salary that would constitute \nGood Reason, plus all other amounts to which you are entitled under any \ncompensation plan of the Company at the time such payments are due;\n\n             (2)  The Company shall pay to you, not later than the fifth \nday following the Date of Termination, a lump sum severance payment equal \nto (a) three times the sum of (i) your annual base salary at the rate in \neffect at the time Notice of Termination is given without regard to any \nreduction in base salary that would constitute Good Reason, plus (ii) your \ntarget bonus payout under the Company's Key Executive Performance Plan for \nExecutive Officers (the 'KEPP') (or any substitute plan) for the year in \nwhich occurs the Date of Termination or change in control of the Company, \nwhichever is greater, less (b) the dollar amount, if any, which you are \npaid upon termination of employment, without regard to the provisions of \nthis Agreement, under the Company's Severance Pay Policy for Executive \nOfficers as in effect immediately prior to the Date of Termination;\n\n             (3)  The Company shall pay to you, not later than the fifth \nday following the Date of Termination, a lump sum amount equal to the \ngreater of the value of your unused and accrued vacation entitlement in \naccordance with the Company's Vacation Policy as in effect immediately \nprior to the change in control of the Company or as in effect on Date of \nTermination;\n\n             (4)  The Company shall pay to you, not later than the fifth \nday following the Date of Termination, a lump sum amount equal to the sum \nof (a) any unpaid bonus (excluding deferred awards, plus interest, credited \nto your account, which shall be payable under the KEPP in accordance with \nits terms) pursuant to the KEPP (or any substitute plan) allocable to you \nin respect of the Plan year preceding that in which the Date of Termination \noccurs, and (b) a KEPP award (or award under a substitute plan) for the \nyear in which the Date of Termination occurs, equal to the greater of \n(i) 30% of your base salary for such year (determined without regard to any \nreduction in your base salary constituting Good Reason), prorated through \nthe month in which the Date of Termination occurs, or (ii) the actual KEPP \naward (or award under such substitute plan) as determined by actual year-\nto-date earnings per share through the last day of the month prior to the \nmonth in which the Date of Termination occurs in accordance with the KEPP \naward criteria (or criteria under such substitute plan) in which you are \nparticipating as of the Date of Termination, prorated through the month in \nwhich the Date of Termination occurs; and\n\n             (5)  The Company shall also pay to you all legal fees and \nexpenses incurred by you as a result of such termination (including all \nsuch fees and expenses, if any, incurred in contesting or disputing any \nsuch termination or in seeking to obtain or enforce any right or benefit \nprovided by this Agreement).\n        D.   If your employment shall be terminated (1) by the Company or \nsubsidiary corporation by which you are employed other than for Cause or \nDisability or (2) by you for Good Reason, then for a twelve-month period \nfollowing such termination, the Company shall maintain, in full force and \neffect for your continued benefit, either (a) all life, disability, \naccident and health insurance plans or arrangements, and financial \ncounseling services in which you may have been participating immediately \nprior to the change in control of the Company or (b) at your election, such \nplans or arrangements in which you were participating immediately prior to \nthe Date of Termination, provided your continued participation (or a \nparticular type of coverage) is possible under the general terms and \nprovisions of such plans and arrangements.  In the event your participation \n(or a particular type of coverage) under any such plan or arrangement is \nbarred, the Company shall arrange to provide you with benefits, at \nsubstantially the same cost to you, which are substantially similar to \nthose which you are entitled to receive under such plans and arrangements.  \nNotwithstanding the foregoing, the Company shall continue to pay such \namounts as may be required to maintain any insurance you may have had in \nforce pursuant to the Split-Dollar Plan until the later of your sixty-fifth \nbirthday or ten years after the insurance policy is issued, after which the \nCompany will release to you its interest in each such policy.\n\n        E.   If your employment shall be terminated (1) by the Company or \nsubsidiary corporation by which you are employed other than for Cause or \nDisability or (2) by you for Good Reason, then in addition to the aggregate \nretirement benefits to which you are entitled under the Company's Qualified \nPlan, the Company's Excess Benefit Plans, any other nonqualified pension \nagreement or arrangement, or any successor plans thereto, the Company shall \npay you amounts equal to (a), (b), (c), or (d), whichever is applicable:\n\n             (a)  If you have satisfied the service, but not the age, \nrequirements of the Early Retirement Plan, as in effect immediately prior \nto the change in control of the Company, you shall receive a monthly \nbenefit, commencing on your fifty-fifth birthday equal to the benefit to \nwhich you would have been entitled under the Early Retirement Plan, as in \neffect immediately prior to the change in control of the Company, had you \nsatisfied the age and service requirements as of the Date of Termination; \nor\n\n             (b)  If you have satisfied the age, but not the service, \nrequirement of the Early Retirement Plan, as in effect immediately prior to \nthe change in control of the Company, you shall receive a monthly benefit, \ncommencing as of the Date of Termination equal to the benefit to which you \nwould have been entitled under the Early Retirement Plan, as in effect \nimmediately prior to the change in control of the Company, had you \nsatisfied the age and service requirements as of the Date of Termination; \nor\n\n             (c)  If you have satisfied neither the age nor the service \nrequirements of the Early Retirement Plan, as in effect immediately prior \nto the change in control of the Company, you shall receive a monthly \nbenefit, commencing on your fifty-fifth birthday equal to the benefit to \nwhich you would have been entitled under the Early Retirement Plan, as in \neffect immediately prior to the change in control of the Company, had you \nsatisfied the age and service requirements as of the Date of Termination; \nor\n\n             (d)  If you have satisfied both the age and the service \nrequirements of the Early Retirement Plan, as in effect immediately before \nthe change in control of the Company, you shall receive the benefits to \nwhich you are entitled under the Early Retirement Plan.\n\nThe benefits under this paragraph E shall be paid in the same manner as, \nand shall otherwise possess the same rights and privileges as were \navailable with respect to, benefits under the terms of the Early Retirement \nPlan as in effect immediately prior to the change in control of the \nCompany.\n\n        F.   If your employment shall be terminated (1) by the Company or \nsubsidiary corporation by which you are employed other than for Cause or \nDisability or (2) by you for Good Reason, then you shall not be required to \nmitigate the amount of any payment provided for in this Section 4 by \nseeking other employment or otherwise, nor shall the amount of any payment \nor benefit provided for in this Section 4 (except as otherwise provided in \nthe immediately succeeding sentence) be reduced by any compensation earned \nby you as the result of employment by another employer or by retirement \nbenefits after the Date of Termination, or otherwise.  Benefits otherwise \nreceivable by you pursuant to Section 4.D shall be reduced to the extent \ncomparable benefits are actually received by you during the twelve-month \nperiod following your termination, and any such benefits actually received \nby you shall be reported to the Company.\n\n      5.  PROTECTIVE LIMITATION.\n\n          A.  Notwithstanding any provision hereof to the contrary, in the \nevent you (1) would receive payments under this Agreement or under any \nother plan, program, or policy sponsored by the Company (the 'Total \nPayments'); and (2) which Total Payments relate to a change in control of \nthe Company and which are determined by the Company to be subject to excise \ntax under Section 4999 of the Code (the 'Excise Tax'); then (3) the Company \nshall pay to you an additional amount (the 'Gross-up Payment') such that \nthe net amount retained by you, after deduction of any Excise Tax on the \nTotal Payments and any federal, state and local income and employment \ntaxes, and Excise Tax upon the Gross-up Payment, shall be equal to the \nTotal Payments.\n\n        B.   For purposes of determining whether any of the Total Payments \nwill be subject to the Excise Tax and the amount of such Excise Tax, \n(1) all of the Total Payments shall be treated as 'parachute payments' \n(within the meaning of Section 280G(b)(2) of the Code) unless, in the \nCompany's opinion, such payments or benefits (in whole or in part) do not \nconstitute parachute payments, including by reason of Section 280G(b)(4)(A) \nof the Code, and (2) all 'excess parachute payments' within the meaning of \nSection 280G(b)(1) of the Code shall be treated as subject to the Excise \nTax unless, in the Company's opinion, such excess parachute payments (in \nwhole or in part) represent reasonable compensation for services actually \nrendered (within the meaning of Section 280G(b)(4)(B) of the Code) in \nexcess of the base amount allocable to such reasonable compensation, or are \notherwise not subject to the Excise Tax.  For purposes of determining the \namount of the Gross-up Payment, you will be deemed to pay federal income \ntax at the highest marginal rate of federal income taxation in the calendar \nyear in which the Gross-up Payment is to be made and state and local income \ntaxes at the highest marginal rate of taxation in the state and locality of \nyour residence on the Date of Termination, net of the maximum reduction in \nfederal income taxes which could be obtained from deduction of such state \nand local taxes.\n\n        C.  The payments provided in Subsection 5(A) shall be made not \nlater than the fifth day following the Date of Termination; provided, \nhowever, if the amount of such payment cannot be finally determined on or \nbefore such day, the Company shall pay to you on such day an estimate, as \ndetermined in good faith by the Company of the minimum amount of such \npayments to which you are clearly entitled and shall pay the remainder of \nsuch payments (together with interest on the unpaid remainder (or on all \nsuch payments to the extent the Company fails to make such payments when \ndue) at 120% of the rate provided in Section 1274(b)(2)(B) of the Code) as \nsoon as the amount thereof can be determined but in no event later than the \nthirtieth (30th) day after the Date of Termination.  In the event that the \namount of the estimated payments exceeds the amount subsequently determined \nto have been due, such excess shall constitute a loan by the Company to \nyou, payable on the fifth (5th) business day after demand by the Company \n(together with interest at 120% of the rate provided in \nSection 1274(b)(2)(B) of the Code).  At the time that payments are made \nunder this Agreement, the Company shall provide you with a written \nstatement setting forth the manner in which such payments were calculated \nand the basis for such calculations including, without limitation, any \nopinions or other advice the Company has received from Tax Counsel, its \nauditor, or other advisors or consultants (and any such opinions or advice \nwhich are in writing shall be attached to the statement).\n\n        D.  In the event that the Excise Tax is finally determined to be \nless than the amount taken into account hereunder in calculating the Gross-\nup Payment, you shall repay to the Company, within five (5) business days \nfollowing the time that the amount of such reduction in Excise Tax is \nfinally determined, the portion of the Gross-up Payment attributable to \nsuch reduction (plus that portion of the Gross-up Payment attributable to \nthe Excise Tax and federal, state, and local income and employment taxes \nimposed on the Gross-up Payment being repaid by you, to the extent that \nsuch repayment results in a reduction in the Excise Tax and a dollar-for-\ndollar reduction in your taxable income and wages for purposes of federal, \nstate, and local income and employment taxes) plus interest on the amount \nof such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of \nthe Code.  In the event that the Excise Tax is determined, for any reason, \nto exceed the amount taken into account hereunder in calculating the Gross-\nup Payment, the Company shall make an additional Gross-up Payment in \nrespect of such excess (plus any interest, penalties, or additions payable \nby you with respect to such excess and such portion) within five (5) \nbusiness days following the time that the amount of such excess is finally \ndetermined.  You and the Company shall reasonably cooperate with the other \nin connection with any administrative or judicial proceedings concerning \nthe existence or amount of liability for Excise Tax with respect to the \nTotal Payments.\n\n      6.   DEFERRED COMPENSATION AND BENEFITS TRUST.  The Company has \nestablished a Deferred Compensation and Benefits Trust, and shall comply \nwith the terms of that Trust.  Upon the occurrence of any potential change \nin control of the Company, the Company shall transfer to the Trust an \namount of cash, marketable securities, or other property acceptable to the \ntrustee(s) equal in value to 105% of the amount necessary, on an actuarial \nbasis and calculated in accordance with the terms of the Trust, to pay the \nCompany's obligations under this Agreement (the 'Funding Amount').  The \ncash, marketable securities, and other property so transferred shall be \nheld, managed, and disbursed by the trustee(s) subject to and in accordance \nwith the terms of the Trust.  In addition, from time to time, the Company \nshall make any and all additional transfers of cash, marketable securities, \nor other property acceptable to the trustee(s) as may be necessary in order \nto maintain the Funding Amount with respect to this Agreement.  The \ndetermination of the amount required to be transferred by the Company to \nthe Trust shall include any amounts that could in any circumstances be \npayable in the future under Sections 4 and 5 hereof, calculated in \naccordance with the following rules:  (A) Upon a potential change in \ncontrol of the Company, the Company will calculate the amount required to \nbe transferred to the Trust based on the assumption that your employment, \nif not previously terminated, will be terminated by the Company other than \nfor Cause or Disability on the second anniversary of the potential change \nin control of the Company; and (B) Upon any subsequent recalculation, your \nemployment will be deemed to have been terminated by the Company other than \nfor Cause or Disability on the later of the date of actual termination or \nthe date of such recalculation.\n\n         For this purpose, the term Deferred Compensation and Benefits \nTrust shall mean an irrevocable trust or trusts established or to be \nestablished by the Company with an independent trustee or trustees for the \nbenefit of persons entitled to receive payments or benefits hereunder, the \nassets of which nevertheless will be subject to claims of the Company's \ncreditors in the event of bankruptcy or insolvency and with respect to \nwhich the Company shall have received a ruling from the Internal Revenue \nService that the trust is a 'grantor trust' for federal income tax \npurposes.\n\n         The Deferred Compensation and Benefits Trust shall contain the \nfollowing additional provisions:\n\n         (a)  If a change in control of the Company does not occur within \none year after the potential change in control of the Company, the Company \nmay reclaim the assets transferred to the trustee or trustees subject to \nthe requirement that it be again funded upon the occurrence of another \npotential change in control of the Company.\n\n         (b)  Upon a change in control of the Company, the assets of the \nDeferred Compensation and Benefits Trust shall be used to pay benefits \nunder this Agreement, except to the extent such benefits are paid by the \nCompany, and the Company and any successor shall continue to be liable for \nthe ultimate payment of those benefits.\n\n         (c)  The Deferred Compensation and Benefits Trust will be \nterminated upon the exhaustion of the trust assets or upon payment of all \nthe Company's obligations.\n\n         (d)  The Deferred Compensation and Benefits Trust shall contain \nother appropriate terms and conditions consistent with the purposes sought \nto be accomplished by it.  Prior to a change in control of the Company, the \nDeferred Compensation and Benefits Trust may be amended from time to time \nby the Company, but no such amendment may substantially alter any of the \nprovisions set out in the preceding paragraphs.\n\n     7.   SUCCESSORS; BINDING AGREEMENT.\n\n          A.  The Company will require any successor (whether direct or \nindirect, by purchase, merger, consolidation or otherwise) to all or \nsubstantially all of the business and\/or assets of the Company to expressly \nassume and agree to perform this Agreement in the same manner and to the \nsame extent that the Company would be required to perform it if no such \nsuccession had taken place.  Failure of the Company to obtain such \nassumption and agreement prior to the effectiveness of any such succession \nshall be a breach of this Agreement and shall entitle you to compensation \nfrom the Company in the same amount and on the same terms as you would be \nentitled hereunder if you terminate your employment for Good Reason, except \nthat for purposes of implementing the foregoing, the date on which any such \nsuccession becomes effective shall be deemed the Date of Termination.  As \nused in this Agreement, 'Company' shall mean the Company as hereinbefore \ndefined and any successor to its business and\/or assets as aforesaid which \nassumes and agrees to perform this Agreement by operation of law, or \notherwise.\n\n          B.  This Agreement shall inure to the benefit of and be \nenforceable by your personal or legal representatives, executors, \nadministrators, successors, heirs, distributees, devisees and legatees.  If \nyou should die while any amount would still be payable to you hereunder if \nyou had continued to live, all such amounts, unless otherwise provided \nherein, shall be paid in accordance with the terms of this Agreement to \nyour devisee, legatee or other designee or if there is no such designee, to \nyour estate.\n\n          C.  Any dispute between you and the Company regarding this \nAgreement may be resolved either by binding arbitration or by judicial \nproceedings at your sole election, and the Company agrees to be bound by \nyour election in that regard.\n\n     8.   NOTICE.  For the purposes of this Agreement, notices and all \nother communications provided for in the Agreement shall be in writing and \nshall be deemed to have been duly given when delivered or mailed by United \nStates registered mail, return receipt requested, postage prepaid, \naddressed to the respective addresses set forth on the first page of this \nAgreement, provided that all notices to the Company shall be directed to \nthe attention of the Board with a copy to the Secretary of the Company, or \nto such other address as either party may have furnished to the other in \nwriting in accordance herewith, except that notice of change of address \nshall be effective only upon receipt.\n\n     9.  MISCELLANEOUS.  No provision of this Agreement may be modified, \nwaived or discharged unless such waiver, modification or discharge is \nagreed to in writing and signed by you and such officer as may be \ndesignated by the Board.  No waiver by either party hereto at any time of \nany breach by the other party hereto of, or compliance with, any condition \nor provision of this Agreement to be performed by such other party shall be \ndeemed a waiver of similar or dissimilar provisions or conditions at the \nsame or at any prior or subsequent time.  No agreements or representations, \noral or otherwise, express or implied, with respect to the subject matter \nhereof have been made by either party which are not expressly set forth in \nthis Agreement.  All references to sections of the Exchange Act or the Code \nshall be deemed also to refer to any successor provisions to such sections.  \nIf the obligations of the Company under Sections 4 and 5 arise prior to the \nexpiration of the term of this Agreement, such obligations shall survive \nthe expiration of the term.\n\n    10.  VALIDITY.  The invalidity or unenforceability of any provision of \nthis Agreement shall not affect the validity or enforceability of any other \nprovision of this Agreement, which shall remain in full force and effect.\n\n    11.  COUNTERPARTS.  This Agreement may be executed in several \ncounterparts, each of which shall be deemed to be an original but all of \nwhich together will constitute one and the same instrument.\n\n    12.  NO GUARANTY OF EMPLOYMENT.  Neither this contract nor any action \ntaken hereunder shall be construed as giving you a right to be retained as \nan employee or an executive officer of the Company.\n\n    13.  GOVERNING LAW.  This Agreement shall be governed by and construed \nin accordance with Delaware law.\n\n    14.  OTHER BENEFITS.  Any payments due to you as provided herein are in \naddition to, and not in lieu of, any amounts to which you may be entitled \nunder any other employee benefit plan, program or policy of the Company.\n\n    If this letter correctly sets forth our agreement on the subject matter \nhereof, kindly sign and return to the Company the enclosed copy of this \nletter which will then constitute our agreement on this subject.\n\nSincerely,\n\nBOISE CASCADE CORPORATION\n\n\n\nBy  ___________________________\n    J. W. Holleran\n    Senior Vice President and General Counsel\n\n\nAgreed to this [   ] day of [            ],\n\n\n\n\n______________________________\n[Name of Officer]\n\n\n\nEnclosure\n \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6921],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9551],"class_list":["post-38559","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boise-cascade-corp","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38559","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38559"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38559"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38559"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38559"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}