Exhibit 10.4


 


BOISE
INC.


Restricted Stock Award Agreement


Director


 


This Restricted Stock Award  Agreement (the “Agreement”),
is made as of March 16, 2009 (the “Award Date”), by and between Boise Inc.
(“Boise”) and                             
(“Director” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan
(the “Plan”) and pursuant to the following terms:


 


1.                                       Terms and Conditions; Definitions.  This Award is subject to all the terms and
conditions of the Plan.  All capitalized
terms not defined in this Agreement shall have the meaning stated in the Plan.


 


2.                                       Award.  You are awarded                       
shares of Boise’s common stock at no cost to you, subject to the restrictions
set forth in the Plan and this Agreement. 
These restricted shares are the “Award.” 
This Award is contingent upon approval of an increase in the number of
shares available under the Plan by Boise’s shareholders.  If the increase is not approved, the Award
will be reduced pro rata based on the shares available under the Plan and you
will be notified of the reduced amount of the Award.


 


3.                                       Restriction Period.  The Award shall vest on March 15,
2010.  Any shares not vested on or before
March 15, 2010, shall be forfeited.


 


4.                                       Termination of
Employment.  If you
terminate service as a director before March 15, 2010, your Award will be
treated as follows.


 


4.1                                 If your termination of
service is due to your death, disability, failure to be re-elected by
shareholders as a director, or resignation upon a Change in Control event or
other restructuring of Boise (as determined in the sole discretion of Boise’s
board of directors as constituted immediately prior to the Change in Control or
restructuring event), the restrictions on all shares will lapse and the Award
will vest in full as of the day after the date of your termination of service
as a director.


 


4.2                                 If your termination of
service is due to any reason other than those stated in Section 4.1, the
restrictions on a pro rata portion of the shares subject to the Award will
lapse and that portion of the shares will vest in full as of the day after the
date of your termination of service as a director.  The pro rata portion will be calculated based
on the number of days of your service as a director from the Award Date through
the date of your termination of service as a director, divided by 365 (the
number of days in the Award Period).  Any
portion of the Award remaining unvested after the pro rata calculation will be
forfeited immediately following your termination of service.


 


5.                                       Transfer
Restrictions.


 


5.1                                 Prior to Vesting.  The shares awarded pursuant to this Agreement
cannot be sold, assigned, pledged, hypothecated, transferred, or otherwise
encumbered prior to vesting.  Any attempt
to transfer your rights in the awarded shares prior to vesting will result in
the immediate forfeiture of the awarded shares.


 


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5.2                                 After Vesting.  You agree not to transfer, sell, or otherwise
assign your rights in any of the shares which vest pursuant to Section 3
and to continue to hold such shares until the earliest of the following
events:  (a) your termination of
service as a director due to death, disability, retirement under the Company’s
mandatory retirement policy for directors, or failure to be re-elected by
shareholders as a director; (b) a Change in Control; or (c) if your
termination of service occurs for any reason other than those stated in Section 4.1,
the first to occur of (i) your death, (ii) your disability, or (iii) the
later of the date of your termination of service or March 15, 2013.  In addition, you agree not to transfer, sell,
or otherwise assign your rights in any of the shares which vest pursuant to Section 4.2
and to continue to hold such shares until the earliest of the following
events:  (x) your death or
disability, (y) a Change in Control; or (z) March 15, 2013.  No transfer restrictions apply to shares
which vest pursuant to Section 4.1.


 


5.3                                 Permitted Transfers.  Notwithstanding Section 5.2, after
vesting, you may transfer shares to a family trust or to family members by gift
or for estate planning purposes (collectively “Family Dispositions”), provided
that any Family Dispositions will continue to be subject to the transfer
restrictions in Section 5.2 (each of the foregoing being a “Permitted
Transfer”).


 


6.                                       Rights.  Except as otherwise provided in the Plan and
this Agreement, you have all the rights of a shareholder with respect to shares
awarded, including the right to vote.  If
the vesting calculation results in a fractional number of shares, the number of
shares vesting at that time shall be rounded up to the next whole number.  No fractional shares shall be issued.


 


7.                                       Taxation.  You acknowledge that this award is taxable
upon grant.


 


You must sign this Agreement and return it to Boise’s Compensation
Department on or before March 27, 2009, in order for the Award to
be effective.  If this Agreement is not
received by the Compensation Department on or before March 27, 2009,
the Award will be forfeited.  Return your
executed Agreement to:  Jeannine Sims,
Compensation Department, Boise Paper Holdings, L.L.C., P.O. Box 990050,
Boise, ID  83799-0050, or fax your signed
form to 208-333-1846.


 


	
  Boise
  Inc.

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Printed
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
									



 


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