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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/16/13 Boise Cascade Co S-4 264:91M Toppan Merrill-FA Boise Cascade Building Materials Distribution, L.L.C. Boise Cascade Wood Products, L.L.C. Boise Cascade Wood Products Holdings Corp. BC Chile Investment Corp Stack Rock Capital, L.L.C. |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.14M
Business-Combination Transaction
2: EX-5.1 Opinion of Counsel re: Legality HTML 87K
3: EX-10.17 Material Contract HTML 96K
4: EX-10.18 Material Contract HTML 107K
5: EX-10.19 Material Contract HTML 104K
6: EX-10.21 Material Contract HTML 112K
7: EX-10.23 Material Contract HTML 117K
8: EX-10.25 Material Contract HTML 158K
10: EX-21.1 Subsidiaries List HTML 74K
11: EX-23.1 Consent of Experts or Counsel HTML 69K
12: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 115K
or T-2
13: EX-99.3 Miscellaneous Exhibit HTML 143K
14: EX-99.4 Miscellaneous Exhibit HTML 78K
15: EX-99.5 Miscellaneous Exhibit HTML 85K
9: EX-12.1 Statement re: Computation of Ratios HTML 107K
253: R1 Document and Entity Information Document HTML 87K
159: R2 Consolidated Statements of Operations HTML 143K
152: R3 Consolidated Statements of Comprehensive Income HTML 98K
38: R4 Consolidated Statements of Comprehensive Income HTML 76K
Parenthetical
156: R5 Consolidated Balance Sheets HTML 197K
103: R6 Consolidated Balance Sheets Parenthetical HTML 89K
208: R7 Consolidated Statements of Cash Flows HTML 160K
108: R8 Nature of Operations and Consolidation HTML 89K
119: R9 Summary of Significant Accounting Policies HTML 213K
39: R10 Income Taxes HTML 127K
112: R11 Net Income Per Common Share HTML 103K
207: R12 Debt HTML 117K
191: R13 Retirement and Benefit Plans HTML 319K
153: R14 Stock-Based Compensation HTML 126K
244: R15 Stockholders' Equity HTML 118K
202: R16 Outsourcing Services Agreement HTML 79K
35: R17 Transactions With Related Party HTML 95K
49: R18 Segment Information HTML 619K
243: R19 Commitments, Legal Proceedings and Contingencies, HTML 87K
and Guarantees
250: R20 Subsequent Events HTML 100K
257: R21 Consolidating Guarantor and Nonguarantor Financial HTML 2.23M
Information
248: R22 Level 2 Summary of Significant Accounting Policies HTML 118K
(Policies)
173: R23 Level 3 Summary of Significant Accounting Policies HTML 140K
(Tables)
41: R24 Income Taxes Level 3 Income Taxes (Tables) HTML 104K
100: R25 Net Income Per Common Share Level 3 Net Income Per HTML 97K
Common Share (Tables)
62: R26 Level 3 Debt (Tables) HTML 90K
61: R27 Level 3 Retirement and Benefit Plans (Tables) HTML 93K
121: R28 Stock-Based Compensation Level 3 Stock-Based HTML 121K
Compensation (Tables)
172: R29 Stockholders' Equity Level 3 Stockholders' Equity HTML 91K
(Tables)
197: R30 Level 3 Segment Information (Tables) HTML 570K
76: R31 Level 3 Consolidating Guarantor and Nonguarantor HTML 2.22M
Financial Information (Tables)
124: R32 Nature of Operations and Consolidation Level 4 HTML 82K
Nature of Operations and Consolidation (Details)
224: R33 Level 4 Summary of Significant Accounting Policies HTML 90K
(Details)
71: R34 Summary of Significant Accounting Policies Level 4 HTML 81K
Inventories (Details)
188: R35 Summary of Significant Accounting Policies Level 4 HTML 93K
Property and Equipment (Details)
189: R36 Level 4 Income Taxes (Details) HTML 160K
134: R37 Level 4 Net Income Per Common Share (Details) HTML 103K
60: R38 Level 4 Debt (Details) HTML 85K
182: R39 Debt Level 4 Asset-Based Revolving Credit HTML 100K
Facilities (Details)
74: R40 Level 4 Retirement and Benefit Plans (Details) HTML 96K
120: R41 Level 4 Stock-Based Compensation (Details) HTML 170K
200: R42 Level 4 Stockholders' Equity (Details) HTML 115K
88: R43 Level 4 Outsourcing Services Agreement (Details) HTML 73K
175: R44 Level 4 Transactions With Related Party (Details) HTML 87K
151: R45 Level 4 Segment Information (Details) HTML 176K
70: R46 Segment Information Level 4 Reconciliation of Net HTML 105K
Income (Loss) to EBITDA (Details)
216: R47 Subsequent Events Level 4 Subsequent Event - HTML 77K
Acquisition (Details)
55: R48 Subsequent Events Level 4 Subsequent Event - HTML 80K
Secondary (Details)
75: R49 Level 4 Consolidating Statements of Comprehensive HTML 288K
Income (Loss) (Details)
150: R50 Consolidating Guarantor and Nonguarantor Financial HTML 300K
Information Level 4 Consolidating Balance Sheets
(Details)
163: R51 Consolidating Guarantor and Nonguarantor Financial HTML 231K
Information Level 4 Consolidating Statements of
Cash Flows (Details)
213: R52 Consolidated Statements of Operations HTML 136K
36: R53 Consolidated Statements of Comprehensive Income HTML 102K
(Loss)
180: R54 Consolidated Balance Sheets HTML 189K
143: R55 Consolidated Balance Sheets Parenthetical HTML 89K
46: R56 Consolidated Statements of Cash Flows HTML 153K
59: R57 Consolidated Statements of Stockholder's Equity HTML 98K
157: R58 Nature of Operations and Basis of Presentation HTML 89K
236: R59 Summary of Significant Accounting Policies HTML 213K
262: R60 Outsourcing Services Agreement HTML 79K
259: R61 Transactions With Related Parties HTML 95K
192: R62 Other (Income) Expense HTML 88K
87: R63 Leases HTML 83K
80: R64 Income Taxes HTML 127K
181: R65 Goodwill and Intangible Assets HTML 88K
233: R66 Debt HTML 117K
44: R67 Financial Instrument Risk HTML 76K
247: R68 Retirement and Benefit Plans HTML 319K
90: R69 Long-Term Incentive Compensation Plans HTML 120K
135: R70 Equity HTML 118K
125: R71 Segment Information HTML 619K
84: R72 Commitments, Legal Proceedings and Contingencies, HTML 87K
and Guarantees
113: R73 Subsequent Events HTML 100K
206: R74 Quarterly Results of Operations (Unaudited) HTML 111K
168: R75 Consolidating Guarantor and Nonguarantor Financial HTML 2.23M
Information
26: R76 Summary of Significant Accounting Policies Level 2 HTML 197K
Summary of Significant Accounting Policies
(Policies)
176: R77 Segment Information Level 2 Segment Information HTML 72K
(Policies)
29: R78 Summary of Significant Accounting Policies Level 3 HTML 140K
Summary of Significant Accounting Policies
(Tables)
165: R79 Transactions With Related Parties Level 3 HTML 78K
Transactions With Related Parties (Tables)
56: R80 Other (Income) Expense Level 3 Other (Income) HTML 87K
Expense (Tables)
229: R81 Leases Level 3 Leases (Tables) HTML 79K
219: R82 Goodwill and Intangible Assets Level 3 Goodwill HTML 83K
(Tables)
237: R83 Debt Level 3 Debt (Tables) HTML 90K
254: R84 Retirement and Benefit Plans Level 3 Retirement HTML 274K
and Benfit Plans (Tables)
264: R85 Long-Term Incentive Compensation Plans Level 3 HTML 107K
Redeemable equity units disclosure (Tables)
25: R86 Equity Level 3 Equity (Tables) HTML 79K
52: R87 Segment Information Level 3 Segment Information HTML 607K
(Tables)
231: R88 Subsequent Events Level 3 Subsequent Events HTML 93K
(Tables)
196: R89 Quarterly Results of Operations (unaudited) Level HTML 110K
3 Quarterly Results of Operations (Unautdited)
(Tables)
210: R90 Consolidating Guarantor and Nonguarantor Financial HTML 2.22M
Information Level 3 Consolidating Guarantor and
Nonguarantor Financial Information (Tables)
204: R91 Nature of Operations and Basis of Presentation HTML 81K
(Details)
32: R92 Summary of Significant Accounting Policies Level 4 HTML 130K
Summary of Significant Accounting Policies
(Details)
91: R93 Summary of Significant Accounting Policies Level 4 HTML 81K
Inventories (Details)
93: R94 Summary of Significant Accounting Policies Level 4 HTML 101K
Property and Equipment (Details)
139: R95 Outsourcing Services Agreement Level 4 Outsourcing HTML 73K
Services Agreement (Details)
96: R96 Transactions With Related Parties Level 4 HTML 92K
Transactions with Related Parties (Details)
227: R97 Other (Income) Expense Level 4 Other (Income) HTML 87K
Expense (Details)
69: R98 Level 4 Leases (Details) HTML 96K
34: R99 Income Taxes Level 4 Income Taxes (Details) HTML 93K
226: R100 Level 4 Goodwill and Intangible Assets (Details) HTML 79K
128: R101 Debt Level 4 Debt (Details) HTML 106K
201: R102 Debt Level 4 Asset-Based Revolving Credit Facility HTML 123K
(Details)
174: R103 Retirement and Benefit Plans Level 4 Defined HTML 80K
Contribution Plans (Details)
217: R104 Retirement and Benefit Plans Level 4 Deferred HTML 81K
Compensation Plan (Details)
251: R105 Retirement and Benefit Plans Level 4 HTML 78K
Postretirement Benefit Plans (Details)
107: R106 Retirement and Benefit Plans Level 4 Defined HTML 316K
Benefit Plans (Details)
30: R107 Retirement and Benefit Plans Level 4 Fair Value HTML 115K
Measurements of Plan Assets (Details)
81: R108 Retirement and Benefit Plans Level 4 Changes in HTML 83K
Fair Value of Level 3 Assets Rollforward (Details)
261: R109 Level 4 Long-Term Incentive Compensation Plans HTML 109K
(Details)
79: R110 Equity Level 4 Equity (Details) HTML 84K
220: R111 Equity Level 4 Accumulated Other Comprehensive HTML 80K
Income (Loss) (Details)
42: R112 Segment Information Level 4 Segment sales to HTML 126K
external customers by product line (Details)
95: R113 Segment Information Level 4 Segment Information HTML 220K
(Details)
205: R114 Segment Information Level 4 Reconciliation of Net HTML 102K
Income (Loss) to EBITDA (Details)
234: R115 Commitments, Legal Proceedings and Contingencies, HTML 81K
and Guarantees Level 4 Commitments, Legal
Proceedings and Contingencies, and Guarantees
(Details)
22: R116 Subsequent Events Level 4 (Details) HTML 105K
177: R117 Quarterly Results of Operations (unaudited) Level HTML 99K
4 Quarterly Results of Operations (Unaudited)
(Details)
109: R118 Consolidating Guarantor and Nonguarantor Financial HTML 310K
Information Level 4 Consolidating Statements of
Comprehensive Income (Loss) (Details)
40: R119 Consolidating Guarantor and Nonguarantor Financial HTML 295K
Information Level 4 Consolidating Balance Sheets
(Details)
245: R120 Consolidating Guarantor and Nonguarantor Financial HTML 227K
Information Level 4 Consolidating Statements of
Cash Flows (Details)
147: XML IDEA XML File -- Filing Summary XML 289K
258: XML.R1 Document and Entity Information Document XML 137K
117: XML.R2 Consolidated Statements of Operations XML 904K
171: XML.R3 Consolidated Statements of Comprehensive Income XML 376K
146: XML.R4 Consolidated Statements of Comprehensive Income XML 130K
Parenthetical
142: XML.R5 Consolidated Balance Sheets XML 972K
27: XML.R6 Consolidated Balance Sheets Parenthetical XML 182K
161: XML.R7 Consolidated Statements of Cash Flows XML 583K
24: XML.R8 Nature of Operations and Consolidation XML 110K
86: XML.R9 Summary of Significant Accounting Policies XML 259K
131: XML.R10 Income Taxes XML 158K
110: XML.R11 Net Income Per Common Share XML 124K
94: XML.R12 Debt XML 144K
221: XML.R13 Retirement and Benefit Plans XML 399K
115: XML.R14 Stock-Based Compensation XML 151K
249: XML.R15 Stockholders' Equity XML 145K
166: XML.R16 Outsourcing Services Agreement XML 101K
162: XML.R17 Transactions With Related Party XML 120K
169: XML.R18 Segment Information XML 769K
73: XML.R19 Commitments, Legal Proceedings and Contingencies, XML 111K
and Guarantees
155: XML.R20 Subsequent Events XML 127K
195: XML.R21 Consolidating Guarantor and Nonguarantor Financial XML 2.78M
Information
203: XML.R22 Level 2 Summary of Significant Accounting Policies XML 178K
(Policies)
223: XML.R23 Level 3 Summary of Significant Accounting Policies XML 185K
(Tables)
127: XML.R24 Income Taxes Level 3 Income Taxes (Tables) XML 130K
54: XML.R25 Net Income Per Common Share Level 3 Net Income Per XML 119K
Common Share (Tables)
240: XML.R26 Level 3 Debt (Tables) XML 116K
167: XML.R27 Level 3 Retirement and Benefit Plans (Tables) XML 114K
241: XML.R28 Stock-Based Compensation Level 3 Stock-Based XML 158K
Compensation (Tables)
43: XML.R29 Stockholders' Equity Level 3 Stockholders' Equity XML 110K
(Tables)
190: XML.R30 Level 3 Segment Information (Tables) XML 711K
186: XML.R31 Level 3 Consolidating Guarantor and Nonguarantor XML 2.79M
Financial Information (Tables)
53: XML.R32 Nature of Operations and Consolidation Level 4 XML 187K
Nature of Operations and Consolidation (Details)
246: XML.R33 Level 4 Summary of Significant Accounting Policies XML 340K
(Details)
50: XML.R34 Summary of Significant Accounting Policies Level 4 XML 139K
Inventories (Details)
252: XML.R35 Summary of Significant Accounting Policies Level 4 XML 192K
Property and Equipment (Details)
230: XML.R36 Level 4 Income Taxes (Details) XML 904K
214: XML.R37 Level 4 Net Income Per Common Share (Details) XML 424K
222: XML.R38 Level 4 Debt (Details) XML 274K
145: XML.R39 Debt Level 4 Asset-Based Revolving Credit XML 643K
Facilities (Details)
104: XML.R40 Level 4 Retirement and Benefit Plans (Details) XML 342K
256: XML.R41 Level 4 Stock-Based Compensation (Details) XML 1.02M
183: XML.R42 Level 4 Stockholders' Equity (Details) XML 567K
239: XML.R43 Level 4 Outsourcing Services Agreement (Details) XML 144K
51: XML.R44 Level 4 Transactions With Related Party (Details) XML 328K
164: XML.R45 Level 4 Segment Information (Details) XML 2.68M
98: XML.R46 Segment Information Level 4 Reconciliation of Net XML 413K
Income (Loss) to EBITDA (Details)
160: XML.R47 Subsequent Events Level 4 Subsequent Event - XML 228K
Acquisition (Details)
149: XML.R48 Subsequent Events Level 4 Subsequent Event - XML 164K
Secondary (Details)
77: XML.R49 Level 4 Consolidating Statements of Comprehensive XML 5.44M
Income (Loss) (Details)
178: XML.R50 Consolidating Guarantor and Nonguarantor Financial XML 4.83M
Information Level 4 Consolidating Balance Sheets
(Details)
82: XML.R51 Consolidating Guarantor and Nonguarantor Financial XML 2.87M
Information Level 4 Consolidating Statements of
Cash Flows (Details)
105: XML.R52 Consolidated Statements of Operations XML 392K
31: XML.R53 Consolidated Statements of Comprehensive Income XML 409K
(Loss)
211: XML.R54 Consolidated Balance Sheets XML 930K
235: XML.R55 Consolidated Balance Sheets Parenthetical XML 182K
67: XML.R56 Consolidated Statements of Cash Flows XML 553K
72: XML.R57 Consolidated Statements of Stockholder's Equity XML 613K
37: XML.R58 Nature of Operations and Basis of Presentation XML 110K
238: XML.R59 Summary of Significant Accounting Policies XML 259K
140: XML.R60 Outsourcing Services Agreement XML 101K
118: XML.R61 Transactions With Related Parties XML 120K
111: XML.R62 Other (Income) Expense XML 107K
225: XML.R63 Leases XML 99K
179: XML.R64 Income Taxes XML 158K
58: XML.R65 Goodwill and Intangible Assets XML 105K
83: XML.R66 Debt XML 144K
102: XML.R67 Financial Instrument Risk XML 92K
45: XML.R68 Retirement and Benefit Plans XML 399K
92: XML.R69 Long-Term Incentive Compensation Plans XML 145K
154: XML.R70 Equity XML 145K
23: XML.R71 Segment Information XML 769K
199: XML.R72 Commitments, Legal Proceedings and Contingencies, XML 111K
and Guarantees
158: XML.R73 Subsequent Events XML 127K
48: XML.R74 Quarterly Results of Operations (Unaudited) XML 137K
209: XML.R75 Consolidating Guarantor and Nonguarantor Financial XML 2.78M
Information
78: XML.R76 Summary of Significant Accounting Policies Level 2 XML 338K
Summary of Significant Accounting Policies
(Policies)
132: XML.R77 Segment Information Level 2 Segment Information XML 86K
(Policies)
228: XML.R78 Summary of Significant Accounting Policies Level 3 XML 185K
Summary of Significant Accounting Policies
(Tables)
141: XML.R79 Transactions With Related Parties Level 3 XML 94K
Transactions With Related Parties (Tables)
260: XML.R80 Other (Income) Expense Level 3 Other (Income) XML 107K
Expense (Tables)
63: XML.R81 Leases Level 3 Leases (Tables) XML 96K
28: XML.R82 Goodwill and Intangible Assets Level 3 Goodwill XML 100K
(Tables)
170: XML.R83 Debt Level 3 Debt (Tables) XML 116K
122: XML.R84 Retirement and Benefit Plans Level 3 Retirement XML 357K
and Benfit Plans (Tables)
185: XML.R85 Long-Term Incentive Compensation Plans Level 3 XML 131K
Redeemable equity units disclosure (Tables)
136: XML.R86 Equity Level 3 Equity (Tables) XML 96K
215: XML.R87 Segment Information Level 3 Segment Information XML 763K
(Tables)
133: XML.R88 Subsequent Events Level 3 Subsequent Events XML 113K
(Tables)
101: XML.R89 Quarterly Results of Operations (unaudited) Level XML 136K
3 Quarterly Results of Operations (Unautdited)
(Tables)
138: XML.R90 Consolidating Guarantor and Nonguarantor Financial XML 2.79M
Information Level 3 Consolidating Guarantor and
Nonguarantor Financial Information (Tables)
137: XML.R91 Nature of Operations and Basis of Presentation XML 284K
(Details)
57: XML.R92 Summary of Significant Accounting Policies Level 4 XML 919K
Summary of Significant Accounting Policies
(Details)
148: XML.R93 Summary of Significant Accounting Policies Level 4 XML 139K
Inventories (Details)
65: XML.R94 Summary of Significant Accounting Policies Level 4 XML 439K
Property and Equipment (Details)
116: XML.R95 Outsourcing Services Agreement Level 4 Outsourcing XML 145K
Services Agreement (Details)
187: XML.R96 Transactions With Related Parties Level 4 XML 584K
Transactions with Related Parties (Details)
47: XML.R97 Other (Income) Expense Level 4 Other (Income) XML 301K
Expense (Details)
106: XML.R98 Level 4 Leases (Details) XML 290K
242: XML.R99 Income Taxes Level 4 Income Taxes (Details) XML 376K
64: XML.R100 Level 4 Goodwill and Intangible Assets (Details) XML 253K
126: XML.R101 Debt Level 4 Debt (Details) XML 586K
33: XML.R102 Debt Level 4 Asset-Based Revolving Credit Facility XML 1.23M
(Details)
184: XML.R103 Retirement and Benefit Plans Level 4 Defined XML 215K
Contribution Plans (Details)
68: XML.R104 Retirement and Benefit Plans Level 4 Deferred XML 371K
Compensation Plan (Details)
130: XML.R105 Retirement and Benefit Plans Level 4 XML 171K
Postretirement Benefit Plans (Details)
232: XML.R106 Retirement and Benefit Plans Level 4 Defined XML 3.43M
Benefit Plans (Details)
129: XML.R107 Retirement and Benefit Plans Level 4 Fair Value XML 1.30M
Measurements of Plan Assets (Details)
198: XML.R108 Retirement and Benefit Plans Level 4 Changes in XML 219K
Fair Value of Level 3 Assets Rollforward (Details)
85: XML.R109 Level 4 Long-Term Incentive Compensation Plans XML 692K
(Details)
123: XML.R110 Equity Level 4 Equity (Details) XML 228K
97: XML.R111 Equity Level 4 Accumulated Other Comprehensive XML 186K
Income (Loss) (Details)
255: XML.R112 Segment Information Level 4 Segment sales to XML 2.13M
external customers by product line (Details)
114: XML.R113 Segment Information Level 4 Segment Information XML 3.56M
(Details)
99: XML.R114 Segment Information Level 4 Reconciliation of Net XML 382K
Income (Loss) to EBITDA (Details)
263: XML.R115 Commitments, Legal Proceedings and Contingencies, XML 186K
and Guarantees Level 4 Commitments, Legal
Proceedings and Contingencies, and Guarantees
(Details)
89: XML.R116 Subsequent Events Level 4 (Details) XML 719K
66: XML.R117 Quarterly Results of Operations (unaudited) Level XML 640K
4 Quarterly Results of Operations (Unaudited)
(Details)
212: XML.R118 Consolidating Guarantor and Nonguarantor Financial XML 5.45M
Information Level 4 Consolidating Statements of
Comprehensive Income (Loss) (Details)
194: XML.R119 Consolidating Guarantor and Nonguarantor Financial XML 4.82M
Information Level 4 Consolidating Balance Sheets
(Details)
218: XML.R120 Consolidating Guarantor and Nonguarantor Financial XML 2.84M
Information Level 4 Consolidating Statements of
Cash Flows (Details)
144: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 16.05M
16: EX-101.INS XBRL Instance -- bcc-20130913 XML 10.95M
18: EX-101.CAL XBRL Calculations -- bcc-20130913_cal XML 312K
19: EX-101.DEF XBRL Definitions -- bcc-20130913_def XML 1.43M
20: EX-101.LAB XBRL Labels -- bcc-20130913_lab XML 3.10M
21: EX-101.PRE XBRL Presentations -- bcc-20130913_pre XML 2.19M
17: EX-101.SCH XBRL Schema -- bcc-20130913 XSD 333K
193: ZIP XBRL Zipped Folder -- 0001047469-13-009098-xbrl Zip 489K
BOISE CASCADE COMPANY
SUPPLEMENTAL PENSION PLAN
ARTICLE I
1. Purpose of the Plan. It is the policy of Boise Cascade Company (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 Company 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 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 “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.
2.9 “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.
2.10 “Pension Plan” means the Boise Cascade Company Pension Plan for Salaried Employees, as amended from time to time.
2.11 “Plan” means the Boise Cascade Company 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.
2.12 “Plan Administrator” means the individual(s) designated by the Company as the Plan Administrator for purposes of compliance with the requirements of the Act.
2.13 “Separation from Service” means the Participant’s ceasing to be employed by the Company for any reason whatsoever, whether voluntarily or involuntarily, including without limitation by reason of early retirement, normal retirement, or death, provided that transfer from the Company to a subsidiary or vice versa shall not be deemed a Separation from Service for purposes of this Plan. A Separation from Service shall also occur if (a) the Participant is on a leave of absence that exceeds 6 months and the Participant does not have a statutory or contractual right of reemployment, in which case, Separation from Service shall be deemed to have occurred on the first day following the 6-month period, (b) the Participant is on a leave of absence that exceeds 6 months and the Participant’s statutory or contractual right of reemployment ends, in which case Separation from Service shall be deemed to have occurred on the first day following the end of the right of reemployment, or (c) the Company and the Participant reasonably anticipate that the level of services the Participant will perform for the Company (whether as an employee or an independent contractor) will permanently decrease to 20% or less of the average level of services performed for the Company over the preceding 36 months. Determination of whether a Separation from Service has occurred will be made subject to the facts and
circumstances of each situation and will comply with Internal Revenue Code Section 409A.
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, 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.
3.5 Forms of Benefit Payment.
(a) If on the date of a Participant’s Separation from Service, 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 February 1 of the calendar year following the year in which Separation from Service occurred.
(b) If on the date of a Participant’s Separation from Service, 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 February 1 of the calendar year following the year in which Separation from Service occurred, unless the Participant, within 30 days after the first day of the Participant’s taxable year immediately following the first year the Participant accrues a benefit hereunder, elects to have his or her benefit paid in monthly installments over a period not to exceed 15 years, commencing upon the later of Separation from Service or a date specified by the Participant which date shall not be later than the first of the month following the Participant’s 65th birthday. Payment elections are irrevocable at the end of the 30 day election period. Notwithstanding the foregoing, any Participant who has an accrued vested benefit under this Plan as of November 1, 2007, may specify in writing a new payment election on or before December 31, 2007, provided that such election may apply only to amounts that would not otherwise be payable in 2007 and further provided that such election may not cause an amount to be paid in 2007 that would not otherwise be payable in 2007. This election shall not be available to any Participant whose benefit payment will have commenced as of December 31, 2007.
(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 Compensation Committee of the Company’s board of directors 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 the Participant or beneficiary becomes 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.
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.
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/16/13 | |||
| 7/31/13 | 10-Q, 4 | |||
| 12/31/07 | ||||
| 11/1/07 | ||||
| 10/29/04 | ||||
| 9/26/03 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Boise Cascade Co. 10-K 12/31/23 100:12M 2/21/23 Boise Cascade Co. 10-K 12/31/22 96:25M 2/22/22 Boise Cascade Co. 10-K 12/31/21 97:21M 2/22/21 Boise Cascade Co. 10-K 12/31/20 105:23M |