Exhibit 10.5


 


BOISE
INC.


Restricted Stock Unit Award Agreement


Directors


 


This Restricted Stock Unit 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                       
restricted stock units (RSUs), at no cost to you, subject to the restrictions
set forth in the Plan and this Agreement. 
These RSUs 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 and
become payable on March 15, 2010. 
Any RSUs not vested on or before March 15, 2010, shall be
forfeited.


 


4.                                       Termination as
Director.  If you
separate from service as a director before March 15, 2010, your Award will
be treated as follows.


 


4.1                                 If your separation from
service is due to your death, disability (as defined pursuant to Section 409A
of the Internal Revenue Code and the regulations thereunder), failure to be
re-elected by shareholders as a director, or resignation following 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 RSUs
will lapse and the Award will vest in full and become payable on the day after
the date of your death, disability, or other separation from service.


 


4.2                                 If your separation from
service is due to any reason other than those stated in Section 4.1, a pro
rata portion of the Award will vest and become payable on the day after the
date of your separation from service. 
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 separation from service.


 


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4.3                                 For purposes of this Award,
a separation from service will not be deemed to have occurred if you continue
to provide services to Boise or a subsidiary as an independent contractor or
consultant or in any other capacity after you cease being a director.  In this case, your separation from service
will be deemed to occur on the date your service contract expires without
intent to renew or to provide further services, or, if no contract exists, on
the date you cease providing all services to Boise and its subsidiaries.  The determination of whether and when a
separation from service has occurred will be made based on specific facts and
circumstances and will comply with the requirements of Section 409A of the
Internal Revenue Code and the regulations thereunder.


 


5.                                       Transfer
Restrictions.


 


5.1                                 Prior to Vesting.  The RSUs 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 RSUs prior to vesting
will result in the immediate forfeiture of the awarded RSUs.


 


5.2                                 After Vesting.  You agree not to transfer,
sell, or otherwise assign your rights in any of the RSUs which vest pursuant to
Section 3 and to continue to hold the shares you receive upon vesting of
the RSUs 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 as a director 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 you receive upon vesting
of RSUs 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 you receive upon vesting of RSUs 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.  With respect to the awarded RSUs, you are not
a shareholder and do not have any voting rights.  You shall not be entitled to receive any
dividends, notional or otherwise, with respect to the RSUs during the
restriction period prior to vesting.


 


7.                                       Payment.  Vested RSUs will be paid to you in whole shares
of Boise common stock.  If the vesting
calculation results in a fractional number of RSUs, the number of 


 


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RSUs
vesting at that time shall be rounded up to the next whole number.  No fractional shares shall be issued.  The designated payment date for purposes of Section 409A
of the Internal Revenue Code and the regulations thereunder for RSUs vesting
pursuant to Section 3 shall be March 15, 2010, and for RSUs vesting
pursuant to Section 4 shall be the day after the date of death,
disability, or separation from service, as applicable.  Delivery of shares pursuant to this Agreement
shall be made as soon as practicable following vesting and in any case by the
later of December 31st of the calendar year in which
the vesting date or designated payment date occurs or the 15th day of the third calendar month following the
vesting date or designated payment date.


 


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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