Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.51M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 109 441K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 44 179K
Liquidation or Succession
4: EX-4.3 Instrument Defining the Rights of Security Holders 204 690K
5: EX-4.4 Instrument Defining the Rights of Security Holders 29 100K
6: EX-4.5 Instrument Defining the Rights of Security Holders 30 98K
7: EX-10.1 Material Contract 7 29K
16: EX-10.10 Material Contract 24 81K
17: EX-10.11 Material Contract 13 69K
18: EX-10.12 Material Contract 13 58K
19: EX-10.13 Material Contract 13 57K
20: EX-10.14 Material Contract 7 28K
21: EX-10.15 Material Contract 10 44K
22: EX-10.16 Material Contract 10 42K
23: EX-10.17 Material Contract 18 73K
24: EX-10.18 Material Contract 8 30K
25: EX-10.19 Material Contract 5 21K
8: EX-10.2 Material Contract 37 149K
26: EX-10.20 Material Contract 8 36K
9: EX-10.3 Material Contract 21 88K
10: EX-10.4 Material Contract 7 32K
11: EX-10.5 Material Contract 19 82K
12: EX-10.6 Material Contract 160 522K
13: EX-10.7 Material Contract 78 246K
14: EX-10.8 Material Contract 4 17K
15: EX-10.9 Material Contract 4 18K
27: EX-21.1 Subsidiaries of the Registrant 2± 10K
28: EX-23.1 Consent of Experts or Counsel 1 10K
EX-10.18 — Material Contract
| EX-10.18 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 10.18
BOISE CASCADE, L.L.C.
SUPPLEMENTAL LIFE PLAN
Effective October 29, 2004
BOISE CASCADE, L.L.C.
SUPPLEMENTAL LIFE PLAN
1. PURPOSE OF THE PLAN. The purpose of the Supplemental Life Plan
(the "Plan") is to provide executive officers who participate in the Plan with
an insured death benefit during employment and, in limited cases, after
retirement. Executive officers who become Participants may purchase a life
insurance policy from a designated insurance carrier. Policy premiums will be
paid by Boise Cascade, L.L.C. ("Boise"), as described in this Plan.
2. DEFINITIONS.
2.1 "BASE SALARY" means the Participant's annual base salary
in effect on the April 15th preceding the Participant's death if the Participant
dies while an active employee of Boise.
2.2 "CODE" means the Internal Revenue Code of 1986, as
amended.
2.3 "COMMITTEE" means the Executive Compensation Committee
of Boise Cascade Holdings, L.L.C. Board of Managers or, in the absence of such a
committee, the Retirement Committee appointed by such board.
2.4 "FINAL SALARY" means the Participant's annual base
salary in effect on the April 15th preceding his or her Retirement date.
2.5 "INSURANCE CARRIER" means the life insurance company or
companies selected to issue policies under the Plan. The initial Insurance
Carrier shall be Sun Life Assurance Company of Canada (U.S.).
2.6 "INSURANCE POLICY" means any individually purchased
Insurance Policy, together with additional policy benefits and riders, if any,
issued by the Insurance Carrier pursuant to the Plan. Unless required otherwise
by the Plan, any Insurance Policy terms used in this Plan shall have the same
meaning as in the Insurance Policy. For example, the Insurance Policy terms
"policy year," "dividend," and "policy loan" shall have the same meaning for
purposes of this Plan as for purposes of the Insurance Policy.
2.7 "PARTICIPANT" means an executive officer who is
designated by the Committee as eligible to participate in the Plan, in each case
who has met all applicable eligibility requirements under Section 4. For
purposes of this Plan, "executive officer" means any President or Vice President
of Boise Cascade, L.L.C. who was elected as a President or Vice President of
Boise Cascade Corporation on or before July 31, 2003.
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2.8 "PENSION PLAN" means the Boise Cascade, L.L.C. Spun-off
Pension Plan for Salaried Employees, as amended from time to time, and any
successor thereto.
2.9 "PLAN ADMINISTRATOR" means the Committee. The Committee
may delegate day-to-day administrative functions to Boise's management.
2.10 "RETIREMENT" means the termination of employment of a
Participant, for reasons other than death or total disability (as defined in the
Pension Plan), at any time after the Participant has attained age 55 with 10 or
more years of service (as defined in the Pension Plan), and 5 years of service
as an executive officer of Boise.
3. ADMINISTRATION AND INTERPRETATION OF THE PLAN.
3.1 PLAN ADMINISTRATOR. The Committee shall have final
discretion, responsibility, and authority to administer and interpret the Plan.
This includes the discretion and authority to determine all questions of fact,
eligibility, or benefits relating to the Plan, except as delegated to the
Insurance Carrier pursuant to Sections 3.2 and 8.3. The Committee may also adopt
any rules it deems necessary to administer the Plan. The Committee's
responsibilities for administration and interpretation of the Plan shall be
exercised by Boise employees who have been assigned those responsibilities by
Boise's management. Any Boise employee exercising responsibilities relating to
the Plan in accordance with this section shall be deemed to have been delegated
the discretionary authority vested in the Committee with respect to those
responsibilities, unless limited in writing by the Committee. Any Participant
may appeal any action or decision of these employees to Boise's General Counsel
and may request that the Committee reconsider decisions of the General Counsel.
Claims for benefits under the Plan and appeals of claim denials shall be in
accordance with Section 8. Any interpretation by the Committee shall be final
and binding on the Participants.
3.2 INSURANCE CARRIER. The Insurance Carrier shall be
responsible for all matters relating to any Insurance Policy, including
interpretation of the policy terms. For example, the Insurance Carrier shall
decide whether it will issue an Insurance Policy on the life of a Participant
who has otherwise met all of the Plan's eligibility requirements, whether
benefits are payable on an Insurance Policy, and to whom any benefits are
payable.
4. ELIGIBILITY. In order to become a Participant in the Plan, an
individual must meet all of the following requirements:
4.1 Be an executive officer of Boise who was elected as a
President or Vice President of Boise Cascade Corporation on or before July 31,
2003, and who is identified by the Committee as eligible to participate in the
Plan;
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4.2 Complete an application for insurance as required by the
Insurance Carrier; and
4.3 Meet any applicable insurability requirements of the
Insurance Carrier.
5. BENEFITS.
5.1 TARGET DEATH BENEFIT DURING EMPLOYMENT. The target
benefit for a Participant who dies while employed by Boise is a death benefit
equal to two times Base Salary (less any amount payable under Boise's
company-paid group term life insurance program).
5.2 TARGET POST-RETIREMENT DEATH BENEFIT. Participants who
die after Retirement, will have a target post-retirement benefit equal to one
times Final Salary (less any amount payable under Boise's company-paid group
term life insurance program); provided, however, that Participants who were
elected as executive officers of Boise Cascade Corporation after October 1, 2003
will not have a target post-retirement death benefit.
5.3 PURCHASE OF INSURANCE. The right of a Participant to
purchase an Insurance Policy under the Plan was granted only upon each
Participant's initial eligibility under the Boise Cascade Corporation
Supplemental Life Insurance Plan. The face amount of the Insurance Policy was
rounded up to the nearest multiple of $1,000, where necessary. To the extent the
Insurance Policy relates to the target benefit(s) as described in Sections 5.1
and 5.2 above, the Insurance Policy is guaranteed to be issued, without regard
to the Participant's insurability. To the extent that a Participant desires to
purchase additional insurance by paying additional premiums as permitted under
Section 6.2, insurance participation will be subject to the Participant's
insurability, and Boise does not guarantee that each otherwise eligible
Participant will be able to purchase additional insurance pursuant to this Plan.
5.4 ACTUAL AMOUNT OF BENEFIT. The death benefit shall be
paid from the Insurance Policy. The amount of the death benefit payable to the
Participant's beneficiary shall be determined by the Insurance Carrier pursuant
to the terms of the Insurance Policy. The actual benefit provided by the
Insurance Policy may be greater or less than the target benefit, based on the
investment performance of the Insurance Policy. If the Insurance Policy does not
ultimately provide the target benefit, Boise will not make up any benefit
shortfall.
5.5 BENEFICIARY DESIGNATION. The death benefit is payable to
the beneficiary or beneficiaries designated by the Participant. If no
beneficiary is designated, the beneficiary shall be the person or persons
entitled to the death benefit under the terms of the Insurance Policy or
applicable state law, whichever governs.
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5.6 PAYMENT OF DEATH BENEFIT. All death benefits provided
under the Plan will be paid from the Insurance Policies. Death benefits shall be
paid upon submission to the Insurance Carrier of the appropriate proof of death
and a claim for benefits in the form required by the Insurance Carrier, and any
other documentation required by the Insurance Carrier in its sole discretion.
6. PREMIUM PAYMENT.
6.1 TARGET BENEFIT PREMIUM PAYMENT. The Insurance Carrier
shall establish an annual premium for each Insurance Policy based on the target
benefit(s) established for that Insurance Policy. Boise shall pay the premium on
behalf of the Participant, and the amount of the premium will be treated as
taxable compensation to the Participant.
6.2 ADDITIONAL BENEFIT PREMIUM PAYMENT. Participants may
have the option to obtain an additional Insurance Policy in addition to the
Insurance Policy under which the target benefit(s) are to be provided, subject
to the requirements of the Insurance Carrier, including any insurability or
underwriting requirements and subject to a minimum death benefit amount of
$50,000. Premiums for any additional Insurance Policy will be the Participant's
responsibility. Participants must make arrangements for any additional Insurance
Policy and premium payment with the Insurance Carrier.
6.3 PREMIUM ALLOCATION. The target benefit premium will be
allocated among the investment funds offered by the Insurance Carrier by Boise
in its sole discretion. Premiums for any additional Insurance Policy purchased
according to Section 6.2 shall be allocated by the Participant.
6.4 CESSATION OF PREMIUM PAYMENT. Boise shall cease paying
premiums on the Participant's behalf upon the first to occur of the following:
(a) The date of the Participant's Retirement (or,
for Participants who were executive officers of Boise Cascade Corporation on
October 1, 2003, payment of the premium for ten years following the initial
issuance of the Insurance Policy, if later);
(b) The death of the Participant; or
(c) The termination of the Participant's employment
other than by death or Retirement.
Upon the cessation of premium payment by Boise, Boise shall
have no further involvement in the Insurance Policy. From that date forward, the
Participant shall be solely responsible for the payment of any future premiums.
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7. CONTINUATION, REDUCTION, OR TERMINATION OF THE INSURANCE POLICY
AND/OR BENEFITS.
7.1 If the Plan is terminated, whether as to all
Participants or as to an individual Participant, a Participant shall be able to
continue the Insurance Policy on his or her life by paying future premiums.
Thereafter, the Participant will be responsible for all future premiums and
Boise shall have no further involvement in the Insurance Policy.
7.2 After cessation of premium payment by Boise, policy
benefits may be reduced or terminated with respect to a Participant if not
properly funded by the Participant.
7.3 The amount of a Participant's death benefits may vary
each year based on investment results of the Insurance Policy and the target
benefit.
8. CLAIMS PROCEDURE.
8.1 Claims regarding eligibility for, participation in, and
payment of premiums under the Plan shall be filed in writing, within 90 days
after the event giving rise to a claim, with Boise's compensation manager, who
shall have absolute discretion to interpret and apply the Plan, evaluate the
facts and circumstances, and make a determination with respect to the claim in
the name and on behalf of Boise. The claim must include a statement of all facts
the Participant believes relevant to the claim and copies of all documents,
materials, or other evidence that the Participant believes relevant to the
claim. Written notice of the disposition of a claim shall be furnished to the
Participant within 90 days after the application is filed. This 90-day period
may be extended an additional 90 days for special circumstances by the
compensation manager, in his or her sole discretion, by providing written notice
of the extension to the claimant prior to the expiration of the original 90-day
period. If the claim is denied, the manager shall notify the claimant in
writing. This written notice shall:
- state the specific reasons for the denial,
- refer to the provisions of the Plan on which the
determination is based,
- describe any additional material or information
necessary for the claimant to perfect the claim and
explain why the information is necessary,
- explain how the claimant may submit the claim for review
and state applicable time limits, and
- state the claimant's right to bring an action under
section 502(a) of ERISA following an adverse
determination on review.
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8.2 Any Participant, former Participant, or beneficiary who has been
denied a claim brought under Section 8.1 shall be entitled, upon written
request, to access to or copies of all documents and records relevant to his or
claim, and to a review of his or her denied claim. A request for review,
together with a written statement of the claimant's position and any other
comments, documents, records, or information that the claimant believes relevant
to his or her claim, shall be filed no later than 60 days after receipt of the
written notification provided for in Section 8.1, and shall be filed with
Boise's compensation manager. The Manager shall promptly inform Boise's senior
human resources officer, who shall be the named fiduciary of the Plan for
purposes of claim review. The senior human resources officer shall make his or
her decision, in writing, within 60 days after receipt of the claimant's request
for review. This 60-day period may be extended an additional 60 days if, in the
senior human resources officer's sole discretion, special circumstances warrant
the extension and if the senior human resources officer provides written notice
of the extension to the claimant prior to the expiration of the original 60-day
period. The written decision shall be final and binding on all parties and
shall:
- state the facts and specific reasons for the decision,
- refer to the Plan provisions upon which the decision is
based,
- state that the Participant is entitled to receive at no
charge and upon request reasonable access to and copies
of all documents, records, and other information
relevant to the claim, and
- state the claimant's right to bring an action under
section 502(a) of ERISA.
8.3 For claims regarding benefits under the Insurance Policies,
Boise has adopted the claim procedure established by the Insurance Carrier as a
claim procedure. The beneficiary of the policy proceeds must file a claim for
benefits with the Insurance Carrier in the form the Insurance Carrier requires.
If the Insurance Carrier denies the claim and the beneficiary desires to have
the denial reviewed, the beneficiary must follow the Insurance Carrier's claims
review procedure. The Insurance Carrier's determination shall be final and
binding on all participants. Boise shall have no liability if the Insurance
Carrier denies a claim for benefits.
9. MISCELLANEOUS.
9.1 EMPLOYMENT NOT GUARANTEED BY PLAN. This Plan is not
intended to and does not create a contract of employment in any manner.
Employment with Boise is at will, which means that either the employee or Boise
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.
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9.2 TAXES. Boise shall deduct from each Participant's
compensation all applicable federal or state taxes that may be required by law
to be withheld resulting from Boise's premium payments under the Plan.
9.3 GOVERNING LAW, JURISDICTION, AND VENUE. The Plan shall
be construed according to the laws of the state of Idaho to the extent not
preempted by federal law. Legal action to enforce or interpret the Plan may be
brought only in federal district court for the District of Idaho in Ada County,
Idaho.
9.4 FORM OF COMMUNICATION. Any election, application, claim,
notice, or other communication required or permitted to be made by a Participant
to the Committee or Boise shall be made in writing and in the form Boise
prescribes. Communication shall be effective upon receipt by Boise's
Compensation Manager at 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho
83728.
9.5 AMENDMENT AND TERMINATION. The Committee may, at any
time, amend or terminate the Plan, provided that the Committee may not reduce or
modify the target benefit(s) provided to the Participant prior to the amendment
or termination without the Participant's prior written consent. Upon termination
of the Plan, a Participant shall be entitled to continue the Insurance Policy in
accordance with Section 7.
9.6 AGENT FOR SERVICE OF PROCESS. Boise's General Counsel is
designated as the agent to receive service of legal process on behalf of the
Plan.
9.7 EFFECTIVE DATE. The Plan is effective October 29, 2004.
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 2/11/05 | | | | | | | None on these Dates |
| | 10/29/04 | | 1 | | 8 |
| | 10/1/03 | | 4 | | 5 |
| | 7/31/03 | | 2 | | 3 |
| List all Filings |
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