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-10.17 — Material Contract
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Exhibit 10.17
BOISE CASCADE, L.L.C.
2004 DEFERRED COMPENSATION PLAN
(Effective October 29, 2004)
BOISE CASCADE, L.L.C.
2004 DEFERRED COMPENSATION PLAN
1. PURPOSE OF THE PLAN. The purpose of the Boise Cascade, L.L.C.
2004 Deferred Compensation Plan (the "Plan") is to further the growth and
development of Boise Cascade, L.L.C. (the "Company") by providing a select group
of senior management and highly compensated employees of the Company and its
subsidiaries the opportunity to defer a portion of their cash compensation and
thereby encourage their productive efforts on behalf of the Company. The Plan is
also intended to provide Participants with an opportunity to supplement their
retirement income through deferral of current compensation. The Plan is an
unfunded plan.
2. DEFINITIONS.
2.1 BONUS. The payout amount earned by a Participant under
an incentive plan of the Company, but only to the extent the award is payable in
cash.
2.2 CHANGE IN CONTROL. A Change in Control shall be deemed
to have occurred if:
(a) 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 2.2(c)(i) shall not be deemed to be a
Change in Control of the Company; or
(b) 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
(c) The consummation of a merger or consolidation of
the Company (or any direct or indirect subsidiary of the Company) with any other
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corporation other than (i) a merger or consolidation which would result in both
(a) 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 (b) 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 (ii) 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 2.2(c)(i) 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 2.2(c) which is not a
Change in Control of the Company solely due to the operation of Subsection
2.2(c)(i)(a) 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 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 this Section and Section 2.13,
"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 this Section and Section 2.13, "Person"
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in
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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.
2.3 COMMITTEE. 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.
2.4 COMPENSATION. A Participant's Salary and Bonus.
Compensation (either Salary or Bonus) shall not include any amounts paid by the
Company to a Participant that are not strictly in consideration for personal
services, such as expense reimbursement, cost-of-living allowance, education
allowance, premium on excess group life insurance, or any Company contribution
to the Pension Plan or any savings or 401(k) plan sponsored by the Company; the
fact that an amount constitutes taxable income to the Participant shall not be
controlling for this purpose. Compensation shall not include any taxable income
realized by, or payments made to, an employee as a result of the grant or
exercise of an option to acquire stock of the Company or as a result of the
disposition of such stock, and shall not include compensation resulting from the
acquisition, exercise, or vesting of any stock appreciation right, stock bonus,
restricted stock, phantom stock, performance stock, or similar stock-based award
under any of the Company's incentive plans, except to the extent (i) the award
is payable in cash, or (ii) the Committee determines that the award shall be
included in Compensation for purposes of this Plan.
2.5 COMPETITOR. Any business, foreign or domestic, which is
engaged, at any time relevant to the provisions of this Plan, in the
manufacture, sale, or distribution of products, or in the providing of services,
in competition with products manufactured, sold, or distributed, or services
provided, by the Company or any subsidiary, partnership, or joint venture of the
Company. The determination of whether a business is a Competitor shall be made
by the Company's General Counsel, in his or her sole discretion.
2.6 DEFERRED ACCOUNT. The record maintained by the Company
for each Participant of the cumulative amount of (a) Compensation deferred
pursuant to this Plan, (b) the amount of any Company matching allocation, and
(c) imputed gains or losses on those amounts accrued as provided in Section 4.8.
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2.7 DEFERRED COMPENSATION AGREEMENT. Collectively, the
written agreements between a Participant and the Company in substantially the
form set forth in Appendix A, whereby a Participant irrevocably agrees to defer
a portion of his or her Salary and/or Bonus (a Deferral Election Agreement) and
the Company agrees to make benefit payments in accordance with the provisions of
the Plan (a Distribution Election Agreement).
2.8 DEFERRED COMPENSATION AND BENEFITS TRUST. An irrevocable
trust (the "DCB Trust") which may be established by the Company with an
independent trustee for the benefit of persons entitled to receive payments or
benefits hereunder, the assets of which will be subject to claims of the
Company's creditors in the event of bankruptcy or insolvency.
2.9 DISABILITY. A Participant will be deemed to have
incurred a Disability where the Participant (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan maintained by the
Company.
2.10 INVESTMENT ACCOUNT. Any of the accounts identified by
the Company from time to time, described in Exhibit A, to which Participants may
allocate all or any portion of their Deferred Accounts for purposes of
determining the gains or losses to be assigned to the Deferred Accounts.
2.11 KEY EMPLOYEE. A "key employee" as defined in
Section 416(i) of the Internal Revenue Code of 1986, as amended (the "Code").
2.12 PARTICIPANT. A Key Executive (as defined in Section 4.1)
who has entered into a written Deferred Compensation Agreement with the Company
in accordance with the provisions of the Plan.
2.13 POTENTIAL CHANGE IN CONTROL. A "Potential Change in
Control" shall be deemed to have occurred if (a) the Company enters into an
agreement, the consummation of which would result in the occurrence of a Change
in Control of the Company; (b) the Company or any Person publicly announces an
intention to take or to consider taking actions which if consummated would
constitute a Change in Control of the Company; (c) any Person becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 9.5% 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
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which, when added to the securities acquired directly from the Company, exceed
9.5% of the Company's then outstanding shares of common stock or the combined
voting power of the Company's then outstanding securities; or (d) the Board
adopts a resolution to the effect that a Potential Change in Control has
occurred.
2.14 RULE OF 70. The attainment by a Participant of a number
of Years of Service and age which, when added together, equal or exceed 70.
2.15 SALARY. A Participant's salary, commission, and other
payments for personal services rendered by a Participant to the Company during a
calendar year, determined prior to giving effect to any deferral election under
this Plan.
2.16 TERMINATION. The Participant's ceasing to be employed by
the Company for any reason whatsoever, whether voluntarily or involuntarily,
including by reason of early retirement, normal retirement, death or Disability,
provided that transfer from the Company to a subsidiary or vice versa shall not
be deemed a Termination for purposes of this Plan.
3. ADMINISTRATION AND INTERPRETATION. The Company, acting through
its senior human resources officer or his or her delegates, 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. The Company may also adopt any
rules it deems necessary to administer the Plan. The Company's responsibilities
for administration and interpretation of the Plan shall be exercised by Company
employees who have been assigned those responsibilities by the Company's
management. Any Company 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 Company with respect to those
responsibilities, unless limited in writing by the Company. Any Participant may
appeal any action or decision of these employees to the Company's senior human
resources officer. Any interpretation or decision by the Company's senior human
resources officer shall be final and binding on the Participants. Claims for
benefits under the Plan and appeals of claim denials shall be in accordance with
Sections 10 and 11.
4. PARTICIPANT DEFERRAL AND DISTRIBUTION ELECTIONS.
4.1 ELIGIBILITY. The Company shall identify those employees
of the Company or any of its subsidiaries who are eligible to participate in
this Plan ("Key Executives"). Eligibility to participate in the Plan is entirely
at the discretion of the Company and shall be limited to a select group of
senior management or highly compensated employees. Eligibility to participate in
this Plan for any calendar year shall not confer the right to participate during
any subsequent year.
4.2 EXECUTION OF AGREEMENT. A Key Executive who wishes to
participate in the Plan must execute a Deferred Compensation Agreement either
(a) for
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newly eligible individuals, within 30 days after first becoming eligible to
participate in the Plan to defer Salary and/or Bonus to be earned during the
remainder of that calendar year and subsequent years, or (b) prior to January 1
of the first calendar year for which the Deferred Compensation Agreement will be
effective, provided that in either case an election to defer Bonus must be made
no later than six months prior to the end of the period with respect to which
the Bonus is earned (other than elections with respect to the annual bonus for
2004, which must be made at the time of the initial election).
4.3 DEFERRAL ELECTION. Within limits established by the
Company, each Key Executive shall have the opportunity to elect the amount of
his or her Compensation to be paid in calendar years subsequent to the date of
election, which will be deferred in accordance with this Plan. The Compensation
otherwise paid to a Participant during each calendar year beginning after the
date of the deferral election shall be reduced by the amount elected to be
deferred. Elections to defer Compensation are irrevocable except as otherwise
provided in this Plan. The amount of Compensation to be deferred will be
specified in the Deferred Compensation Agreement(s), must be at least 6% of the
Participant's Compensation, and will be limited to specified maximum percentages
(designated by the Company's senior human resources officer) of the
Participant's Compensation.
4.4 CHANGE OF DEFERRAL ELECTION.
(a) A Participant who wishes to change an election
to defer Compensation may do so at any time by notifying the Company's
compensation manager in writing during the annual enrollment period established
by the Company prior to January 1 of the year for which the change in election
is to be effective.
(b) A Participant who wishes to change an election
to defer Compensation after January 1 of any calendar year for which the change
in election is to be effective must submit a written request to the Company's
compensation manager to revoke his or her deferral election. The request must
state why the Participant believes he or she should be permitted to revoke the
prior election. Requests will be reviewed as soon as administratively feasible
and, if a change is permitted, the change will be effective for all remaining
pay periods following the date of the determination.
4.5 DISTRIBUTION ELECTION. At the time a Participant first
elects to defer Compensation under Section 4.3, he or she shall elect a
distribution option for the Compensation so deferred, including gains or losses
thereon, as specified in the Deferred Compensation Agreement. The distribution
election shall apply to all amounts attributable to the Participant's Deferred
Account under this Plan. Elections regarding distribution of Deferred Accounts
under this Plan are irrevocable except as otherwise provided in this Plan.
Distributions to a Participant who is a Key Employee shall not commence within
the first six months after Termination (other than in the event of death),
notwithstanding any distribution election by such Participant.
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4.6 CHANGE OF DISTRIBUTION ELECTION. Participants are
entitled to request, in writing, a one-time change in their distribution
election at any time. The changed distribution election must be one of the
distribution options in the original Deferred Compensation Agreement and must
defer commencement of distribution for at least 5 years from the date
distribution would have commenced under the original distribution election. The
Company must receive the request at least 12 months prior to the commencement of
distribution of the Participant's Deferred Account. The Company shall approve
the request if it meets the requirements of this section. Approved requests
shall not take effect until 12 months after the date the request was submitted.
Requests received less than 12 months prior to the commencement of distribution
shall not be permitted. Additional requests by a Participant to change his or
her distribution election made after a prior request has been approved shall be
denied. A changed distribution election that accelerates distribution of a
Participant's account (with respect to either the length of distribution period
or the commencement of distribution) will not be approved.
4.7 COMPANY MATCHING CONTRIBUTION. A Participant may elect
to have the Company allocate to the Participant's Deferred Account in this Plan
an additional amount equal to the Company matching contribution that would
otherwise be made to the Participant's account in a company-sponsored 401(k)
plan (assuming a 6% Participant contribution to that plan). The Company matching
contribution will be allocated to the Investment Account to which the
Participant's deferrals of Compensation are allocated.
4.8 DEFERRED ACCOUNT ALLOCATIONS AND ADJUSTMENTS. The
Company shall maintain a record of each Participant's Deferred Account balance
and allocations. Each Participant (a) must allocate his or her current deferrals
of Compensation to one of the Investment Accounts, and (b) may, from time to
time, choose to change the allocation of his or her current deferrals of
Compensation to a different Investment Account.
4.8.1 Each Participant's Deferred Account shall be
adjusted on a monthly basis to reflect the gains or losses attributable to the
Investment Account(s) selected by the Participant. Interest earned will be
credited to a Participant's account on the last day of each month. Computation
of the gains or losses of the Investment Accounts shall be at the Company's sole
discretion.
4.8.2 Participants who are active employees may change
the allocation of future deferrals to or from any Investment Account on any
business day, with any change effective as of the first pay period beginning
after the date of the change.
4.8.3 Participants who are active employees, or who
are terminated employees under Sections 5.2.2 or 5.2.3, may shift the allocation
of all or any portion of their Deferred Account balance among any of the
Investment Accounts,
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other than the Stable Value Account, on any business day, with any change
effective as of the next business day.
4.8.4 Deferred Account balances allocated to the
Stable Value Account may not be allocated to any other Investment Account.
5. DISTRIBUTIONS.
5.1 DISTRIBUTIONS IN GENERAL. The Company shall distribute
Participants' Deferred Accounts as elected by each Participant in the applicable
Deferred Compensation Agreement, except as otherwise provided in this Section 5.
5.2 PLAN BENEFITS UPON TERMINATION.
5.2.1 Upon Termination for reasons other than death or
Disability prior to satisfying the Rule of 70 or attaining age 55 with 10 or
more Years of Service, the Participant's entire Deferred Account balance shall
be automatically allocated to the Stable Value Account, notwithstanding any
elections or allocation decisions previously made by the Participant. In
addition, the imputed interest rate on the Participant's Deferred Account
balance shall be adjusted, effective as of the date of Termination, to a rate
equal to Moody's (as such term is defined in Exhibit A). That rate shall apply
to all undistributed amounts of the Participant's Deferred Account prospectively
from the date of Termination until such amounts are distributed from the Plan.
From and after the date of Termination, the Participant shall have no rights
under this Plan to alter the Investment Account to which his or her Deferred
Account is allocated. Distributions under this Section 5.2.1 shall be made
according to the election specified in the Participant's Deferred Compensation
Agreement.
5.2.2 Upon Termination for reasons other than
Disability, after satisfying the Rule of 70 or attaining age 55 with 10 or more
Years of Service, a Participant shall be paid his or her Deferred Account
according to the election specified in his or her Deferred Compensation
Agreement. Unpaid balances under the installment election shall continue to be
credited with imputed gains or losses based on the applicable Investment
Account. Deferred Account balances for such Participants that are allocated to
the Stable Value Account shall continue to be credited with imputed interest at
Moody's times 130% prospectively from the date of Termination until such amounts
are distributed from the Plan (except as otherwise provided under Section 5.6).
5.2.3 If a Participant terminates employment prior to
attaining age 65 due to a Disability, such Participant shall be paid his or her
Deferred Account according to the election specified in his or her Deferred
Compensation Agreement. Deferred Account balances for such Participants that are
allocated to the Stable Value Account shall continue to be credited with imputed
interest at Moody's times 130% prospectively from the date of Termination until
such amounts are distributed from the Plan (except as otherwise provided under
Section 5.6).
8
5.3 HARDSHIP DISTRIBUTION. If serious and unanticipated
financial hardship occurs, a Participant may request a lump-sum distribution of
an amount sufficient to satisfy the hardship plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant's assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship). The Participant shall document, to the
Company's satisfaction, that distribution of his or her account is necessary to
satisfy a severe financial hardship to the Participant resulting from an illness
or accident of the Participant, the Participant's spouse, or a dependent (as
defined in section 152(a) of the Code) of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. A hardship distribution must be on account of an unanticipated,
immediate, and serious financial need, and the Participant must not have access
to other funds, including proceeds of any loans (including loans under
tax-qualified plans), sufficient to satisfy the need. Upon receipt of a request
under this Section, the Company may, in its sole discretion, terminate the
Participant's involvement in the Plan and distribute a portion of the
Participant's account balance in a lump sum, to the extent necessary to satisfy
the financial need. The Participant shall sign all documentation requested by
the Company relating to the distribution. Any Participant whose participation in
the Plan terminates under this Section shall not be eligible to participate in
any nonqualified deferred compensation plan maintained by the Company for a
period of 12 months following the date of the distribution.
5.4 SMALL ACCOUNT DISTRIBUTIONS. On the date of Termination,
if a Participant's Deferred Account balance is less than $10,000, the Company
shall promptly distribute the entire Deferred Account balance in a lump sum to
the Participant, regardless of Participant's distribution election, and the
Participant shall have no further rights or benefits under this Plan.
5.5 DISTRIBUTIONS FOLLOWING PARTICIPANT DEATH; DESIGNATION
OF BENEFICIARY. The Company shall make all payments to the Participant, if
living. A Participant shall designate a beneficiary by filing a written notice
of designation with the Company in such form as the Company may prescribe. If a
Participant dies either before benefit payments have commenced under this Plan
or after his or her benefits have commenced but before his or her entire
Deferred Account has been distributed, his or her designated beneficiary shall
receive any benefit payments in accordance with the Deferred Compensation
Agreement. If no designation is in effect when any benefits payable under this
Plan become due, the beneficiary shall be the spouse of the Participant, or if
no spouse is then living, the Participant's estate.
5.6 DISTRIBUTIONS AFTER A CHANGE IN CONTROL. The provisions
of this Section 5.6 shall apply upon a Change in Control.
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5.6.1 Notwithstanding anything to the contrary, after
the third anniversary of a Change in Control, the imputed interest credited to
Participants' account balances under this Plan shall not be based on a
annualized rate in excess of 100% of Moody's.
5.6.2 Payment of a Participant's Deferred Account
balance shall be made according to the Participant's distribution election,
except that to the extent that the balance is not fully paid out within ten
years after the date of the Change in Control, the entire remaining balance,
less any amounts required by law to be withheld, shall be paid to the
Participant in a lump sum as soon as practical after the tenth anniversary of
the date of the Change in Control.
5.6.3 Any Participant whose employment is
involuntarily terminated for any reason other than disciplinary reasons within
three months prior to the date of the Change in Control shall be deemed, solely
for purposes of this Section 5.6, to be employed by the Company until the
occurrence of the Change in Control and to have been terminated immediately
thereafter.
6. MISCELLANEOUS.
6.1 ASSIGNABILITY. A Participant's rights and interests
under the Plan may not be assigned or transferred except, in the event of the
Participant's death, as described in Section 5.5.
6.2 TAXES. The Company shall deduct from all payments made
under this Plan all applicable federal or state taxes required by law to be
withheld.
6.3 FORM OF COMMUNICATION. Any election, application, claim,
notice, or other communication required or permitted to be made by a Participant
to the Company shall be made in writing and in such form as the Company may
prescribe. Such communication shall be effective upon receipt by the Company's
compensation manager at 1111 West Jefferson Street, PO Box 50, Boise, Idaho
83728.
6.4 SERVICE PROVIDERS. The Company may, in its sole
discretion, retain one or more independent entities to provide services to the
Company in connection with the operation and administration of the Plan. Except
as specifically delegated or assigned to any such entity in writing, the Company
shall retain all discretionary authority under this Plan. No Participant or
other person shall be a third party beneficiary with respect to, or have any
rights or recourse under, any contractual arrangement between the Company and
any such service provider.
7. AMENDMENT AND TERMINATION. The Committee may, at its sole
discretion, amend or terminate the Plan at any time, provided that the amendment
or termination shall not adversely affect the vested or accrued rights or
benefits of any Participant without the Participant's prior consent.
10
8. UNSECURED GENERAL CREDITOR. Except as provided in Section 9,
Participants and their beneficiaries, heirs, successors, and assigns shall have
no legal or equitable rights, interest, or claims in any property or assets of
the Company. The assets of the Company shall not be held under any trust for the
benefit of Participants, their beneficiaries, heirs, successors, or assigns, or
held in any way as collateral security for the fulfilling of the obligations of
the Company under this Plan. Any and all Company assets shall be, and remain,
the general, unpledged, unrestricted assets of the Company. The Company's
obligation under the Plan shall be an unfunded and unsecured promise of the
Company to pay money in the future.
9. DEFERRED COMPENSATION AND BENEFITS TRUST. Upon the occurrence of
a Change in Control of the Company 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.
10. CLAIMS PROCEDURE.
10.1 IN GENERAL. Claims for benefits under the Plan, other
than claims for Disability benefits under Section 5.2.3, shall be filed in
writing, within 90 days after the event giving rise to a claim, with the
Company'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 the
Company. The claim shall 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,
11
- 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.
10.2 DISABILITY CLAIMS. Claims for Disability benefits under
Section 5.2.3 of the Plan shall be filed in writing, within 90 days after the
event giving rise to a claim, with the Company'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 the Company. The claim shall 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 45 days after the application is filed. This 45-day period
may be extended for up to two additional 30-day periods by the compensation
manager, in his or her sole discretion, in each case for reasons beyond the
Plan's control and by providing written notice of the extension to the claimant
prior to the expiration of the current period. If additional information is
needed from the Participant in order to make a decision on the claim, the
manager will notify the Participant of the information needed and the
Participant will have 45 days to provide the requested information. 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,
- if an internal rule or guideline was relied upon, state
that an internal rule or guideline was relied upon and
that a copy of the rule or guideline will be provided at
no charge upon request,
- if the denial is based on a medical necessity or
experimental treatment exclusion, state that an
explanation of the scientific or
12
clinical judgment, applying the terms of the plan to the
claimant's circumstances, will be provided at no charge
upon request, and
- state the claimant's right to bring an action under
section 502(a) of ERISA following an adverse
determination on review.
11. CLAIMS REVIEW PROCEDURE.
11.1 IN GENERAL. Any Participant, former Participant, or
Beneficiary of either, who has been denied a benefit claim, other than a claim
for Disability benefits under Section 5.2.3 of the Plan, 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 10.1, and shall be filed with the
Company's compensation manager. The manager shall promptly inform the Company'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.
11.2 DISABILITY CLAIMS. Any Participant, former Participant,
or Beneficiary of either, who has been denied a claim for Disability benefits
under Section 5.2.3 of the Plan, 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 with the Company's compensation manager no later than 180 days
after receipt of the written notification provided for in Section 10.2. The
manager shall promptly inform the Company's senior human resources officer, who
13
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 45 days after receiving the claimant's request for review. This 45-day
period may be extended an additional 45 days if 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 45-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,
- indicate whether any rule, guideline, protocol or
criterion was relied on in the decision and, if so, that
a copy of such rule, guideline, protocol or criterion
will be provided at no charge upon request,
- if the denial is based on a medical necessity or
experimental treatment exclusion, state that an
explanation of the scientific or clinical judgment,
applying the terms of the plan to the claimant's
circumstances, will be provided at no charge upon
request, and
- state the claimant's right to bring an action under
section 502(a) of ERISA.
12. LAWSUITS, JURISDICTION, AND VENUE. No lawsuit claiming
entitlement to benefits under this Plan may be filed prior to exhausting the
claims and claims review procedures described in Sections 10 and 11. Any such
lawsuit must be initiated no later than the earlier of (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 11. 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.
13. EFFECTIVE DATE OF PLAN. This Plan shall become effective as of
October 29, 2004.
14
EXHIBIT A
INVESTMENT ACCOUNTS
STABLE VALUE ACCOUNT. Deferred Accounts allocated to this account shall be
credited, while the Participant is actively employed with the Company, with
imputed interest equal to an annualized rate of interest equal to 130% of
Moody's Composite Average of Yields on Corporate Bonds ("Moody's") as determined
each month from Moody's Bond Record (as published by Moody's Investor's Service,
Inc.) or any successor thereto, or, if such monthly report is no longer
published, a substantially similar rate determined by the Company, in its sole
discretion. Moody's, for purposes of this Plan, shall be based for any given
month on such published rate for the immediately preceding calendar month. Upon
Termination, Deferred Accounts allocated to this account shall be credited with
either Moody's times 130% or with Moody's, as provided in Section 5.2 of the
Plan.
15
APPENDIX A
BOISE CASCADE, L.L.C.
FORM OF DEFERRAL ELECTION AGREEMENT
THIS AGREEMENT, dated _____________________, is between BOISE CASCADE,
L.L.C. (the "Company") and ______________________ ("you" or the "Executive").
The Company designates you as a Participant in the Company's 2004 Deferred
Compensation Plan (the "Plan"), which is incorporated into this Agreement.
THE ELECTIONS YOU MAKE BELOW WILL APPLY TO YOUR SALARY AND BONUS PAID DURING
20__ AND IN SUCCESSIVE YEARS UNLESS YOU ELECT TO CHANGE THIS DEFERRAL ELECTION
AS PROVIDED IN THE PLAN. You will have the opportunity each year to make a
different deferral election for the following year.
SALARY DEFERRAL ELECTION
/ / I do NOT elect to defer any of my Compensation.
/ / I elect to defer ____% (minimum 6%, maximum ___%) of my cash Compensation.
BONUS DEFERRAL ELECTION
/ / I do NOT elect to defer any additional portion of my Bonus.
/ / I elect to defer an additional ____ % (minimum 6%, maximum 100%) of my
Bonus.
COMPANY MATCHING CONTRIBUTIONS
/ / I do NOT elect to have matching contributions made to this Plan in lieu of
any company matching contributions made to my account in the 401(k) plan.
/ / I elect to have matching contributions made to this Plan in lieu of any
company matching contributions made to my account in the 401(k) plan.
The Company believes, but does not guarantee, that a deferral election
made in accordance with the terms of the Plan is effective to defer the receipt
of taxable income. You are advised to consult with your attorney or accountant
familiar with the federal and state tax laws regarding the tax implications of
this Deferred Compensation Agreement and the Plan.
IN WITNESS WHEREOF, the parties have entered into this Agreement on the
day first written above.
BOISE CASCADE, L.L.C. EXECUTIVE
By By
------------------------------ --------------------------------
16
BOISE CASCADE, L.L.C.
FORM OF DISTRIBUTION ELECTION AGREEMENT
THIS DISTRIBUTION ELECTION AGREEMENT, dated ___________, is between
BOISE CASCADE, L.L.C. (the "Company") and ______________________ ("you" or the
"Executive").
I elect the following FORM OF DISTRIBUTION of my Deferred Account balance:
/ / Lump-sum payment.
/ / Monthly installment payments over a period of ________ years (not to
exceed 15 years). Payments will be approximately equal in amount.
/ / Other. Describe in detail in an attachment.
I elect the following DISTRIBUTION BEGINNING DATE:
/ / January 1 of the year following Termination of Employment.
/ / The later of age 55 or Termination of Employment.
/ / The later of age 65 or Termination of Employment.
/ / The later of __________ (date) (cannot be later than age 65) or
Termination of Employment.
If I die BEFORE distributions from the Plan begin, the Company will pay my
designated beneficiary the Deferred Account balance as:
/ / Lump-sum payment.
/ / Monthly installment payments over a period of _______years (not to
exceed 15 years). Payments will be approximately equal in amount.
/ / Other. Describe in detail below or in an attachment.
If I die AFTER installment payments have begun, the Company will pay my
designated beneficiary:
/ / Lump sum of the remaining Deferred Account balance.
/ / The remaining installment payments.
IN WITNESS WHEREOF, the parties have entered into this Agreement on the
day first written above.
BOISE CASCADE, L.L.C. EXECUTIVE
By By
------------------------------ --------------------------------
17
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 2/11/05 | | | | | | | None on these Dates |
| | 10/29/04 | | 1 | | 15 |
| List all Filings |
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