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-10.16 — Material Contract
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Exhibit 10.16
BOISE CASCADE, L.L.C.
2004 INCENTIVE AND PERFORMANCE PLAN
Effective October 29, 2004
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BOISE CASCADE, L.L.C.
2004 INCENTIVE AND PERFORMANCE PLAN
1. PURPOSE OF THE PLAN. The Boise Cascade, L.L.C. 2004 Incentive and
Performance Plan (the "Plan") is intended to promote the interests of Boise and
its shareholders by (a) attracting, motivating, rewarding, and retaining the
broad-based management talent critical to achieving Boise's business goals and
(b) linking a portion of each Participant's compensation to the performance of
both Boise and the individual Participant.
2. DEFINITIONS. For purposes of this Plan, the following terms shall have the
meanings set forth below:
(a) "Award" means a payment made under the Plan based on the Performance
Goals applicable to the Award Period for which the payment is made.
(b) "Award Period" means a calendar year; provided, however, that the
initial award period shall be the period beginning on October 29, 2004, and
ending on December 31, 2004.
(c) "Base Salary" means a Participant's annual pay rate at the end of the
Award Period without taking into account (a) any amounts deferred pursuant to an
election under any 401(k) plan, pre-tax premium plan, deferred compensation plan
or flexible spending account sponsored by Boise during the Award Period, (b) any
incentive compensation, employee benefit, or other cash benefit paid or provided
under any retention, incentive, bonus or employee benefit plan sponsored by
Boise, and (c) any excellence award, gains upon stock option exercises,
restricted stock grants or vesting, moving or travel expense reimbursement,
imputed income or tax gross-ups, without regard to whether the payment or gain
is taxable income to the Participant. The determination of Base Salary shall be
made by Boise in its sole and absolute discretion.
(d) A "Change in Control" shall be deemed to have occurred if:
(i) Any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 25% or more of either the
then outstanding shares of common stock of the Company or the combined voting
power of the Company's then outstanding securities; provided, however, if such
Person acquires securities directly from the Company, such securities shall not
be included unless such Person acquires additional securities which, when added
to the securities acquired directly from the Company, exceed 25% of the
Company's then outstanding shares of common stock or the combined voting power
of the Company's then outstanding securities, and provided further that any
acquisition of securities by any Person in connection with a transaction
described in Section 2(d)(iii) (A) shall not be deemed to be a Change in Control
of the Company; or
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(ii) The following individuals cease for any reason to constitute at
least a majority of the number of directors then serving: individuals who, on
the date hereof, constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least 2/3rds of the directors then
still in office who either were directors on the date hereof or whose
appointment, election, or nomination for election was previously so approved
(the "Continuing Directors"); or
(iii) The consummation of a merger or consolidation of the Company
(or any direct or indirect subsidiary of the Company) with any other corporation
other than (A) a merger or consolidation which would result in both (x)
Continuing Directors continuing to constitute at least a majority of the number
of directors of the combined entity immediately following consummation of such
merger or consolidation, and (y) the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) more than 50% of the
combined voting power of the voting securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation, or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing 25% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the Company's then
outstanding securities; provided that securities acquired directly from the
Company shall not be included unless the Person acquires additional securities
which, when added to the securities acquired directly from the Company, exceed
25% of the Company's then outstanding shares of common stock or the combined
voting power of the Company's then outstanding securities; and provided further
that any acquisition of securities by any Person in connection with a
transaction described in Section 2(d)(iii)(A) shall not be deemed to be a Change
in Control of the Company; or
(d) The stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or the consummation of an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets, other than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, more than 50% of the
combined voting power of the voting securities of which are owned by Persons in
substantially the same proportions as their ownership of the Company immediately
prior to such sale.
A transaction described in Section 2(d)(iii) which is not a Change in
Control of the Company solely due to the operation of Subsection 2(d)(iii)(A)(x)
will nevertheless constitute a Change in Control of the Company if the Board
determines, prior to the consummation of the transaction, that there is not a
reasonable assurance that, for at
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least two years following the consummation of the transaction, at least a
majority of the members of the board of directors of the surviving entity or any
parent will continue to consist of Continuing Directors and individuals whose
election or nomination for election by the shareholders of the surviving entity
or any parent would be approved by a vote of at least two-thirds of the
Continuing Directors and individuals whose election or nomination for election
has previously been so approved.
For purposes of Sections 2(d), "Beneficial Owner" shall have the meaning
set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
For purposes of Sections 2(d), "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that "Person" shall not include (i) the Company or any of
its subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, or (v) an individual, entity or group that is
permitted to and does report its beneficial ownership of securities of the
Company on Schedule 13G under the Exchange Act (or any successor schedule),
provided that if the individual, entity or group later becomes required to or
does report its ownership of Company securities on Schedule 13D under the
Exchange Act (or any successor schedule), then the individual, person or group
shall be deemed to be a Person as of the first date on which the individual,
person or group becomes required to or does report its ownership on Schedule
13D.
(e) "Boise" means Boise Cascade, L.L.C, a Delaware limited liability
company. All actions of Boise under this Plan will be by the Board of Managers
of Boise Cascade Holdings, L.L.C. or its delegatee.
(f) "Committee" means the Compensation Committee of the Board of Managers
of Boise Cascade Holdings, L.L.C. or, in the absence of such a committee, the
Retirement Committee appointed by such board.
(g) "Participant" means a Boise employee to whom an Award is granted
pursuant to the Plan, or upon the death of the Participant, his or her
successors, heirs, executors, and administrators, as the case may be.
(h) "Performance Goals" means the objectives established by the Committee
in its sole discretion with respect to any performance-based Awards that relate
to one or more business criteria within the meaning of Section 162(m) of the
Code. Performance Goals may include or be based upon, without limitation: sales;
gross revenue; gross margins; internal rate of return; cost; ratio of debt to
debt plus equity; profit before tax; earnings before interest and taxes;
earnings before interest, taxes, depreciation, and amortization; earnings per
share; operating earnings; economic value added; ratio of
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operating earnings to capital spending; cash flow; free cash flow; net operating
profit; net income; net earnings; net sales or net sales growth; price of stock;
return on capital, net assets, equity, or shareholders' equity; segment income;
market share; productivity ratios; expense targets; working capital targets; or
total return to shareholders. Performance Goals may (a) be used to measure the
performance of Boise as a whole or any subsidiary, business unit or segment of
Boise, (b) include or exclude (or be adjusted to include or exclude)
extraordinary items, and/or (c) reflect absolute entity performance or a
relative comparison of entity performance to the performance of a peer group,
index, or other external measure, in each case as determined by the Committee in
its sole discretion.
3. ANNUAL INCENTIVE AWARDS.
(a) AWARD PERIOD AND PERFORMANCE GOALS. Within 90 days of the
beginning of each award period (or within 30 days of the beginning of the
initial Award Period), the Committee shall establish the specific Performance
Goals to be achieved in order for Participants to earn an Annual Incentive
Award. The Committee shall establish a mathematical formula pursuant to which an
Award equal to a specified percentage of a Participant's salary shall be earned
upon the attainment of specific levels of the applicable Performance Goals. This
formula may take into account Performance Goals achieved in prior years. The
Performance Goals and formula, once established, shall continue for subsequent
years unless modified by the Committee. The Performance Goals applicable to an
Award Period, and the formula pursuant to which Award amounts shall be
determined, shall be selected and published within 90 days from the beginning of
the Award Period (or within 30 days from the beginning of the initial Award
Period).
(b) PAYMENT. As soon as practical after the conclusion of each year,
the Committee shall review and evaluate the Performance Goals applicable to that
year in light of Boise's performance measured in accordance with the goals and
shall determine whether the goals have been satisfied. If satisfied, the
Committee shall so certify in a written statement and shall apply the criteria
to determine the amount of the Award for each Participant, subject to the
Committee's right to reduce or eliminate the amount of any Award. Awards, if
any, less withholding taxes and any other applicable deductions, will be paid as
soon as practical following the Committee's certification. Payment of earned
Annual Incentive Awards may be made in cash. No Award may be paid to a
Participant in excess of $3,000,000 for any single year. Notwithstanding the
Performance Goals and the formula, Boise reserves the right to reduce the Award
payable to any Participant or group of Participants in its sole discretion.
4. FUNDING OF AWARDS. Funding of Awards under the Plan will be solely out of
Boise's general assets. No funds will be set aside, segregated from general
assets, or held in any form of trust for payment of Awards.
5. ADMINISTRATION OF THE PLAN.
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(a) AUTHORITY AND Delegation. The Committee shall have the sole 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. The Committee's responsibilities
for administration and interpretation of the Plan shall be exercised by the
Committee or by Boise employees who have been assigned those responsibilities by
the Company's management. Any interpretation by the Committee or its delegate
shall be final and binding on Participants. Any Boise employee exercising
responsibilities related 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.
(b) TERMS AND CONDITIONS OF AWARDS. The Committee shall have final
discretion, responsibility, and authority to:
(i) grant Awards;
(ii) determine the Participants to whom and the times at which
Awards shall be granted;
(iii) determine the type and number of Awards to be granted and the
applicable terms and conditions;
(iv) establish and administer Performance Goals relating to an
Award;
(v) establish the rights of Participants with respect to an Award
upon termination of employment;
(vi) determine whether, to what extent, and under what circumstances
an Award may be settled, cancelled, forfeited, exchanged, or surrendered;
(vii) make adjustments in the Performance Goals in recognition of
unusual or nonrecurring events affecting the Company or the financial statements
of the Company, or in response to changes in applicable laws, regulations, or
accounting principles;
(viii) determine the terms and provisions of Agreements; and
(ix) make all other determinations deemed necessary or advisable for
the administration of the Plan.
The Committee may solicit recommendations from the Company's
management with respect to any or all of the items listed above.
The Committee shall determine the terms and conditions of each Award
at the time of grant. The Committee may establish different terms and conditions
for different Participants, for different Awards, and for the same Participant
for each Award the Participant may receive, whether or not granted at different
times.
6. PARTICIPATION IN THE PLAN.
(a) Employees will become Participants in the Plan only upon being
identified by the Committee as eligible. If an individual becomes a Participant
at any time other than at the beginning of an Award Period, the amount of his or
her Award (if any) for that
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Award Period will be pro-rated based on the number of days the individual
participated in the Plan during the Award Period compared to the total number of
days in the Award Period. Notwithstanding anything to the contrary, the Awards
for the initial Award Period (October 29, 2004 through December 31, 2004) shall
be pro-rated to reflect the fact that the initial Award Period was not a full
year.
(b) Each Award shall be evidenced by a statement issued to the Participant
describing the terms and conditions of such Award and containing such other
provisions as the Committee may deem necessary or desirable and which are not in
conflict with the terms of the Plan.
7. TREATMENT OF AWARDS UPON RETIREMENT, DISABILITY, DEATH, REASSIGNMENT, OR
TERMINATION.
(a) A Participant who (i) terminates employment on or after reaching age
55 with ten or more years of employment with Boise, (ii) becomes totally
disabled, (iii) dies, or (iv) terminates employment as a direct result of the
sale or permanent closure of a division or facility of Boise or as a direct
result of a merger, reorganization, sale, or restructuring of all or part of
Boise, will cease to be a Participant in the Plan as of the day that event
occurs. In these cases, the Participant (or his or her estate in the case of
death) will receive a pro rata Award under the Plan, if an Award is paid. The
Award will be prorated based on the number of days the individual participated
in the Plan during that Award Period compared to the total number of days in
that Award Period. This Award shall be paid to the Participant (or estate) as
soon as practical after the end of the Award Period.
(b) If a Participant is excluded from participation by Boise's decision
(other than by reason of termination of employment) or becomes ineligible to
participate in this Plan for any reason during an Award Period, the Participant
will cease participation as of the date of Boise's decision or the date he or
she becomes ineligible and will be eligible to receive a pro rata Award, if an
Award is paid. The calculation and payment of this prorated Award will be made
as specified in Section 8(a).
(c) Participants who terminate their employment with Boise during an Award
Period other than as described in Section 8(a), whether voluntarily or
involuntarily, with or without cause, are not eligible to receive any Award for
the Award Period.
8. CHANGE IN Control.
(a) Except as otherwise determined by the Committee at the time of grant of
an Award, upon a Change in Control, all Annual Incentive Awards for calendar
years ended prior to the Change in Control which have not yet been paid out
shall be paid out immediately in cash; for Annual Incentive Awards for the
calendar year during which the Change in Control occurs, all Participants shall
be deemed to have achieved a pro rata Award equal to the greater of (i) the
Participant's target Annual Incentive Award or (ii) the actual Annual Incentive
Award as determined by year-to-date performance
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through the last day of the month prior to the month in which the Change in
Control occurs, in either case multiplied by a fraction, the numerator of which
is the number of days which have elapsed from the beginning of the year to the
date on which the Change of Control occurs, and the denominator of which is 365,
and the Awards shall be paid in cash within 10 days after the Change in Control.
(b) Any Participant, whose employment is involuntarily terminated for any
reason other than disciplinary reasons within three months prior to the date of
a Change in Control, shall be treated, solely for purposes of this Plan, as
continuing in the Company's employment until the occurrence of the Change in
Control, and to have been terminated immediately thereafter. Upon a Change in
Control, the Plan may not be amended in any manner that would reduce or alter
the rights of Participants to any benefit under this Plan without the consent of
each affected Participant, for three years following a Change in Control but may
be amended thereafter.
9. EMPLOYMENT AND PARTICIPATION NOT GUARANTEED. 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.
Participation in the Plan during any Award Period shall not convey the right to
be a Participant in the Plan for any other Award Period, and the Committee
reserves the right, in its sole discretion, to determine eligibility and level
of participation in this Plan.
10. WITHHOLDING TAXES. All applicable federal and state taxes required by law
to be withheld shall be deducted from all payments made under this Plan.
11. CONSTRUCTION AND JURISDICTION. To the extent not governed by federal law,
the Plan will be construed according to the laws of the state of Idaho. Any
lawsuit or legal action by any party, person, or entity regarding this Plan,
benefits under the Plan, or any related issue may be brought only in Federal
District Court in the District of Idaho.
12. FORM OF COMMUNICATION. Any election, application, claim, notice, or other
communication required or permitted to be made by a Participant shall be made in
writing and in such form as Boise may prescribe. Communications shall be
effective upon receipt by Boise's Compensation Manager at 1111 West Jefferson
Street, P.O. Box 50, Boise, Idaho, 83728.
13. AMENDMENT AND TERMINATION. The Committee may at its sole discretion amend
or terminate the Plan at any time, provided that Boise may not amend or
terminate the Plan in a manner that adversely affects any benefits earned or
accrued by Participants prior to the date of amendment or termination.
14. CLAIMS PROCEDURE. Disputes or claims regarding benefits or other issues
arising under the Plan shall be filed in writing with Boise's Compensation
Manager within 60 days after the event giving rise to the dispute, claim, or
grievance. The claim shall state all facts and include copies of all documents,
materials, or other evidence that the
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Participant believes are relevant to the claim. The Compensation Manager shall
have absolute discretion to interpret and apply the Plan, evaluate the facts and
circumstances, and make a determination with respect to the dispute, claim, or
grievance in the name and on behalf of Boise. A written decision shall be
furnished to the claimant within 60 days after the claim is received. Boise in
its sole discretion may extend this 60-day period an additional 60 days by
notifying the claimant in writing of the extension before the original 60-day
period expires. If the claim is denied, the notice of denial shall include the
specific reasons for the denial, pertinent provisions of the Plan, and where
appropriate, an explanation as to how the claimant may perfect the claim or
submit the claim for review.
15. CLAIMS REVIEW PROCEDURE. Any Participant, former Participant, or
beneficiary who has been denied a benefit claim shall be entitled, upon written
request, to a review of his or her claim. The request for review, together with
a written statement of the claimant's position, shall be filed with the
Compensation Manager within 60 days after receiving the initial notice of
denial. The Compensation Manager will promptly inform Boise's senior human
resources officer. The written decision of the senior human resources officer
shall be furnished to the claimant within 60 days after the Compensation Manager
receives the appeal. Boise in its sole discretion may extend this 60-day period
an additional 60 days by notifying the claimant in writing of the extension
before the original 60-day period expires. The written decision will state the
facts and plan provisions upon which the decision is based and is final and
binding on all parties.
16. LAWSUITS; VENUE; APPLICABLE LAW. No lawsuit claiming entitlement to
benefits under this Plan may be filed prior to exhausting the claims and claims
review procedures described in Sections 14 and 15. Any lawsuit must be initiated
no later than (a) one year after the event(s) giving rise to the claim occurred,
or (b) 60 days after a final written decision was provided to the claimant under
Section 15, whichever is sooner. Any legal action involving benefits claimed or
legal obligations relating to or arising under this Plan may be filed only in
Federal District Court in the city of Boise, Idaho. Federal law shall be applied
in the interpretation and application of this Plan and the resolution of any
legal action. To the extent not preempted by federal law, the laws of the state
of Delaware shall apply.
17. PARTICIPANT RIGHTS. No Participant shall have any claim to be granted any
Award under the Plan, and there is no obligation to treat Participants
uniformly.
18. LEGAL AGENT. The contact for legal matters concerning the Plan is Boise's
General Counsel. He may be contacted as follows:
By mail: General Counsel
Boise Cascade, L.L.C.
P.O. Box 50
Boise, ID 83728-0001
By telephone: 208/384-7394
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By fax: 208/384-4912
19. PLAN ADMINISTRATOR. The contact for general administrative issues is the
Compensation Manager:
By mail: Compensation Manager
Boise Cascade, L.L.C.
P.O. Box 50
Boise, ID 83728-0001
By telephone: 208/384-7783
By fax: 208/384-4931
20. 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 |
| | 12/31/04 | | 2 | | 7 |
| | 10/29/04 | | 1 | | 10 |
| List all Filings |
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