Exhibit 10.22


 


	
  Boise Paper Holdings, L.L.C.

  	
   

  	
  

  
	
  1111 West Jefferson
  Street, Ste. 200   PO Box 990050   Boise, ID 83799-0050

  	
   

  	
   

  
	
  T 208 384 7000

  	
   

  	
   

  
	
  www.BoiseInc.com

  	
   

  	
   

  



 


 


May 9,
2008


 


 


Miles A.
Hewitt


2944 S. Francine Pl.


Meridian, ID 83642


 


 


Dear Miles:


 


This letter will confirm the
benefits you will receive as a result of your termination from Boise Paper
Holdings, L.L.C. (the Company) in accordance with the letter agreement between
you and Boise Paper Holdings, L.L.C. dated February 25, 2008 (the Letter
Agreement) and the other plans set forth below. 
Your termination is a Qualifying Termination under the Letter Agreement.


 


	
  1.

  	
  Employment Status:  Your status as an employee of
  the Company will terminate on May 2, 2008. This date is referred to as
  your Termination Date. As of the Termination Date, you will no longer be
  required to fulfill any of the duties and responsibilities associated with
  your position at the Company or any of its affiliates nor are you authorized
  to act on behalf of the Company or any of its affiliates or direct the
  activities of any of its or their employees. You agree to resign your
  position as an officer of the Company and any of its subsidiaries and/or
  affiliates as of the Termination Date. You further agree to resign as a
  member of the Company’s Retirement Committee as of the Termination Date.

  
	
   

  	
   

  
	
  2.

  	
  Severance Pay:  You will be eligible for a
  lump sum severance payment of $527,000 (less applicable tax and withholding),
  which is one times your salary plus your target annual incentive of 55% for
  2008 as provided in the Letter Agreement. This payment shall not be
  considered compensation for purposes of any employee benefit plan, program,
  policy or arrangement maintained or hereafter established by the Company or
  any of its affiliates except as otherwise provided under the Letter
  Agreement.

  
	
   

  	
   

  
	
  3.

  	
  YTO Benefits:  As of May 2, 2008, you
  will have 144.24 hours of unused YTO,
  less any time taken. You will be paid out for your YTO, less any time taken
  prior to your Termination Date, based on your salary at the time of your
  termination, in your last paycheck or as soon as practical thereafter.

  
	
   

  	
   

  
	
  4.

  	
  Qualified Pension Plan:  You are 100% vested in the
  Company’s Pension Plan for Salaried Employees. Between age 55 and age 65,
  your unreduced pension benefit will be paid as a nonqualified benefit (see
  below). Beginning at age 65,

  



 


 

















 


Miles
A. Hewitt


Page
2


May 9,
2008


 


	
   

  	
  your pension will be paid from
  the Company’s Pension Plan for Salaried Employees. Payments from the
  qualified plan are made on the first of each month. You will receive
  additional information regarding the qualified plan and your payment election
  under that plan shortly before you turn 65.

  
	
   

  	
   

  
	
  5.

  	
  Supplemental Early Retirement
  Plan for Executive Officers and Additional Nonqualified Benefit:  Per the terms of the Letter
  Agreement, you are entitled to unreduced early retirement benefits commencing
  January 1, 2014 (the first of the month after you reach age 55). You
  will receive information from the Company’s actuary, Milliman USA, on this
  benefit. If you have any questions, please contact Milliman.

  
	
   

  	
   

  
	
   

  	
  You are responsible for the
  FICA and Medicare taxes that are payable on the present value of this benefit
  and other nonforfeitable supplemental retirement benefits paid directly from
  the Company. The Company will contact you regarding taxes due.

  
	
   

  	
   

  
	
  6.

  	
  Supplemental Pension Plan:  You have elected payment of
  your benefit under the Supplemental Pension Plan as follows: five year
  annuity commencing on January 1, 2009. This benefit will be payable in
  part directly from the Company and in part directly from OfficeMax beginning
  January 1, 2009. You will also have a small lump sum benefit
  attributable to service from February 22, 2008, through your Termination
  Date. If you have any questions, please contact Milliman.

  
	
   

  	
   

  
	
   

  	
  You are responsible for the
  FICA and Medicare taxes that are payable on the present value of this benefit
  and other nonforfeitable supplemental retirement benefits paid directly from
  the Company. The Company and OfficeMax will contact you regarding taxes due.

  
	
   

  	
   

  
	
  7.

  	
  Savings Plan:  All contributions to the
  Company’s Savings Plan will end upon your Termination Date. Your continued
  participation and/or withdrawal of your account balance will be subject to
  the terms of the plan.

  
	
   

  	
   

  
	
  8.

  	
  Deferred Compensation:  You are not currently
  participating in the 2008 Deferred Compensation Plan and you have no account
  balance under that plan.

  
	
   

  	
   

  
	
  9.

  	
  Healthcare:  Your coverage under Boise’s
  healthcare plan will continue for a 12-month period following your
  Termination Date (through May 31, 2009), subject to your timely payment
  of the applicable premium at the active employee rate. The current premium
  amounts are shown in the table in Section 10 below.

  
	
   

  	
   

  
	
   

  	
  When your healthcare coverage
  ends, you may have the opportunity to elect COBRA coverage. Your coverage
  under this section will run concurrently with your COBRA coverage period.
  Although you will receive COBRA materials following your Termination Date,
  you do not need to elect COBRA at this time. You will have 60 days from the
  date your coverage ends under this section to

  



 


 

















 


Miles
A. Hewitt


Page
3


May 9,
2008


 


	
   

  	
  elect COBRA coverage. Please
  contact HR Services with any questions regarding your healthcare coverage or
  your COBRA rights.

  
	
   

  	
   

  
	
  10.

  	
  Insurance Benefits: You are eligible to continue
  participation in the insured programs in which you are participating
  immediately prior to your Termination Date for up to 12 months following your
  Termination Date, subject to your timely payment of any applicable premiums
  at the active employee rate. The programs in which you are participating and
  the current premium amounts are shown in the following chart.

  



 


	
  BENEFIT

  	
  MONTHLY

  PREMIUM

  
	
  HEALTHCARE PROGRAMS

  	
   

  
	
  ConsumerWise Medical Benefits

  	
  $309.00

  
	
  ConsumerWise Dental Benefits

  	
  $  30.00

  
	
  ConsumerWise Vision Benefits

  	
  $    0.00

  
	
  Healthcare FSA

  	
  $125.00

  
	
  WELFARE PROGRAMS

  	
   

  
	
  Company-paid life insurance of
  $50,000

  	
  N/A

  
	
  Company-paid accidental death
  and dismemberment benefit of up to $25,000

  	
  N/A

  
	
  Employee-paid accidental death
  and dismemberment

  	
  $  21.50

  
	
  TOTAL

  	
  $485.50

  



 


	
   

  	
  Under the terms of the Letter
  Agreement, healthcare and insurance benefits otherwise receivable by you
  pursuant to the Letter Agreement shall be reduced to the extent comparable
  benefits are actually received by you through benefit plans provided by
  another employer prior to May 31, 2009, and you must report any such
  benefits actually received by you to the Company.

  
	
   

  	
   

  
	
  11.

  	
  Officer Supplemental Life
  Insurance Plan: The Company will continue to pay your life insurance premiums under
  this plan for 12 months following your Termination Date. You will receive a
  tax Form 1099 showing the value of the Company-paid term insurance and
  you will be responsible for the federal and state tax payments on this
  taxable income.

  
	
   

  	
   

  
	
  12.

  	
  Financial Counseling: You may utilize the financial counseling
  benefits provided to officers through May 2, 2009. Your balance
  remaining under the plan for 2008 as of April 23, 2008, is $10,000. You
  may carry over up to $5000 of this amount to 2009. An additional $5000 will
  be added to your balance on January 1, 2009. Please verify the services
  performed by submitting signed invoices to Jeannine Sims in the Compensation
  Department.

  
	
   

  	
   

  
	
  13.

  	
  Return of Company Property: To the extent that you have not already
  done so, you will arrange to have all files, records, documents, drawings,
  specifications, data relating to the Company’s business or personnel, keys,
  credit or security

  



 


 

















 


Miles
A. Hewitt


Page
4


May 9,
2008


 


	
   

  	
  cards, laptops, computers,
  software, PDAs, and other such property returned to the Company upon your
  Termination Date or as soon as possible thereafter.

  
	
   

  	
   

  
	
  14.

  	
  Release and Waiver:  The benefits to be paid or
  provided according to Sections 2, 5, 9, 10, 11 and 12 above and Sections 17
  and 18 below are subject to your execution and nonrevocation of the enclosed
  Release and Waiver. If you do not execute the Release and Waiver within the
  required time period, or if you revoke the Release and Waiver in whole or in
  part within the time period allowed for revocation, no benefits will be
  payable or provided under the indicated sections.

  
	
   

  	
   

  
	
  15.

  	
  Timing of Severance Payment.  Payment of the amount
  indicated in Section 2 above shall be made within 15 days after the date
  the signed Release and Waiver becomes effective.

  
	
   

  	
   

  
	
  16.

  	
  Covenants:  As a reminder, you are
  subject to the confidentiality, nonsolicitation and nondisparagement
  provisions in the Letter Agreement. Any additional confidentiality,
  intellectual property, nonsolicitation and nondisparagement provisions,
  covenants, or agreements binding on you shall continue in accordance with
  their terms. Please review these continuing obligations that you have to
  Boise.

  
	
   

  	
   

  
	
  17.

  	
  Executive Career Counseling:  The Company will provide
  reimbursement for executive career counseling, through a provider of your
  choice, up to a maximum of $20,000.00. Bills must be submitted for
  reimbursement by February 15 following the year in which the expenses
  are incurred, and reimbursement will be made as soon as practical following
  approval of the expenses but in any event no later than March 15
  following the end of the year in which the expenses are incurred. Bills
  submitted after February 15 following the year in which the expenses are
  incurred are not eligible for reimbursement.

  
	
   

  	
   

  
	
  18.

  	
  Legal Fees:  The Company will reimburse
  you for reasonable legal fees and expenses which you incur as a result of
  your termination, which includes fees and expenses related to the advice and
  counseling received with respect to this agreement. You may request payment
  only after the signed Release and Waiver becomes effective and you must
  request payment no later than six months after the end of the year in which
  the fee or expense was incurred. Payment shall be made within 10 business
  days after the Company receives your written request for payment accompanied
  by reasonable evidence of fees and expenses incurred.

  
	
   

  	
   

  
	
  19.

  	
  Continuation of Provisions of
  Letter Agreement:  The terms of the Letter Agreement, including without
  limitation Sections 7.A, 7.B, 8, 9, and 10, shall continue in full force and
  effect until all obligations of each party under the Letter Agreement are
  satisfied and discharged in full.

  



 


 

















 


Miles
A. Hewitt


Page
5


May 9,
2008


 


	
  20.

  	
  Jurisdiction: Any dispute
  regarding the provisions of this letter or the Letter Agreement may be
  brought only in a court of appropriate jurisdiction in the State of Idaho.

  



 


Please sign where indicated
below to signify your acknowledgment of and agreement with the above.  This letter may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.


 


Sincerely,


 


	
   /s/ Alexander Toeldte

  	
   

  
	
  Alexander Toeldte

  



 


AT/cjw


 


Enclosure


 


 


ACKNOWLEDGED AND AGREED:


 


 


	
  By:

  	
   /s/ Miles A. Hewitt

  	
   

  
	
   

  	
  Miles A.
  Hewitt