Exhibit 10.2


EXECUTION
COPY


 


AMENDMENT
NO. 1 TO MANAGEMENT EQUITY AGREEMENT


 


THIS
AMENDMENT NO. 1 TO MANAGEMENT EQUITY AGREEMENT (this “Agreement”) is
made and entered into as of AUGUST 11, 2009, by and among Forest Products
Holdings, L.L.C., a Delaware limited liability company (the “Company”)
and Duane C. McDougall (the “Management Investor”) with the intention that it
be effective as of August 16, 2009 (the “Effective Date”).


 


Pursuant
to that certain Management Equity Agreement, dated as of November 20,
2008, by and between the Company and the Management Investor the “Original
Agreement”), the Management Investor received on February 20, 2009 a grant
of 8,972,980 Series C Common Units of the Company.  Capitalized terms used, but not otherwise
defined, herein shall have the meanings given to such terms in the Original
Agreement.


 


The
Company and the Management Investor are executing and delivering this Agreement
in order to provide for certain amendments to the Original Agreement, as set
forth herein.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.  Units
Granted.  The parties hereby agree
that, by his execution and delivery hereof, the Management Investor is
forfeiting a number of Series C Common Units granted pursuant to the
Original Agreement equal to  2,900,854
units (the “Forfeited Units”), all of which were unvested as of the
Effective Date. The Forfeited Units  are
forfeited by the Management Investor without any consideration other than the
provisions of this Agreement and the agreements reached in connection with that
certain Second Amendment to Employment Agreement, dated as of the date hereof,
by and between Boise Cascade Holdings, L.L.C. and the Executive and Executive
acknowledges and agrees that, from and after the Effective Date, Executive has
no further right, title and interest in or to the Forfeited Units (including
any increased appreciation in value thereof). 
As a result, from and after the Effective Date, the total number of Series C
Common Units held by the Management Investor pursuant to the Original Agreement
is 6,072,126; provided that, for greater certainty, the foregoing total is
exclusive of an additional 400,000 Series C Common Units granted to the
Management Investor pursuant to a Director Equity Agreement among the parties
dated April 3, 2006, as amended (the “Director Equity Agreement”), it
being the intention of the parties that this Agreement shall have no effect on
the terms of the Director Equity Agreement and the grant of Series C
Common Units made thereunder.  Executive represents
and warrants, that immediately prior to the forfeiture of the Forfeited Units
accomplished hereby, Executive owned all right, title and interest in and to
the Forfeited Units, free and clear of all liens and encumbrances, other than
those liens and encumbrances created by the Operating Agreement and the
Original Agreement.


 













 


2.  Vesting.


 


a.  The
parties acknowledge and agree that the number of Series C Common Units
which have vested pursuant to the terms of the Original Agreement to the
Effective Date is  3,171,272 Units.


 


b.  The remaining unvested Series C common
Units held by the Management Investor pursuant to the Original Agreement, as
revised by Section 1 hereof, which totals 2,900,854 units, shall vest in
accordance with the vesting schedule contained in Section 2(c) of the
Original Agreement between the date hereof and December 1, 2010.  For purposes of the preceding sentence the
Management Investor shall be deemed to be a continuing employee of the Company
or its Subsidiaries so long as he continues to act as the Chairman of the Board
of Directors of its subsidiary, Boise Cascade Holdings, L.L.C.


 


3.  Continued Existence of Operating Agreement
and Original Agreement.  Each of the
Company and the Management Investor acknowledge and agree that, subject solely
to the express amendments to the Original Agreement contained herein, the
Operating Agreement and the Original Agreement remain in full force and effect
and that the Management Investor remains bound by the terms of such agreements
with respect to the Series C Common Units granted to him pursuant to the
Original Agreement.


 


4.  Complete
Agreement.  This Agreement, together
with the Original Agreement and the Operating Agreement, constitute the entire
agreement between the parties hereto regarding the subject matter of this
Agreement and supersede and preempt any prior understandings, agreements or
representations, written or oral, which may have related to the subject matter
hereof.  When used herein, “including”
means “including, without limitation” regardless of whether such or similar
terminology is actually used.


 


5.  Counterparts.  This Agreement may be executed in separate
counterparts (including by means of facsimile transmission or other electronic
transmission), each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


 


6.  Further Assurances.  When and as requested by the Company, the
Management Investor shall, without further consideration, execute and deliver
all such instruments of conveyance and transfer and shall take such further
actions as the Company may reasonably deem necessary or desirable in order to
effect the partial forfeiture of his Series C Common Units provided for
herein and to otherwise carry out fully the provisions and purposes of this
Agreement.


 


7.  Successors and Assigns.  This Agreement is intended to bind, inure to
the benefit of and be enforceable by the Company and the Management Investor
and their respective successors and permitted assigns.


 


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8.   Governing
Law.  All issues and questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by, and construed in accordance with the law of the
State of Idaho, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Idaho or any other jurisdiction) that would
cause the applications of the law of any jurisdiction other than the State of
Idaho.


 


9.   Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in a manner to be effective and valid under
applicable law, but if any provision shall be held to be prohibited or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating or affecting the remainder
of such provision or any of the remaining provisions of this Agreement.


 


10.  Notices.  Any notice provided for in this Agreement must
be in writing and given in accordance with the notice provisions of the
Original Agreement.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.


 


 


COMPANY


 


FOREST
PRODUCTS HOLDINGS, L.L.C.


 


 


By:  /s/
David G. Gadda


Its:
Vice President and Secretary


 


 


MANAGEMENT
INVESTOR:


 


 


/s/ Duane C. McDougall


Name: Duane C. McDougall


 


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