Exhibit 10.4


August 11, 2009


Boise
Cascade, L.L.C.


Retention
Award Agreement


 


This Retention Award  Agreement (the “Agreement”) is made and
entered into on _____________ (the “Award Date”), by and between Boise Cascade,
L.L.C. (the “Company”) and _____________ (“Awardee” or “you”) pursuant to the
following terms with the intention that it become effective on August 16,
2009 (the “Effective Date”):


 


1.             Definitions. 
For purposes of this Award, the following terms shall have the meanings
stated below.


 


1.1.          “Award” means the payment provided for in
Section 2.


 


1.2.          “Disciplinary Reasons” means disciplinary
reasons as explained in Corporate Policy 10.2.


 


1.3.          “Award Period” means the period from the
Award Date through the Vesting Date.


 


2.             Award Amount. 
Your Award is one times your base salary at the time of vesting.


 


3.             Vesting and Payment. 
The Award will vest and become payable on ________________, (the “Vesting
Date”) if you remain employed by the Company through the Vesting Date.  The Award, subject to applicable withholding,
will be paid in cash as soon as practical following the Vesting Date but in any
case within 30 days following the Vesting Date.


 


4.             Termination of Employment Prior to
Vesting Date.


 


4.1.          If you voluntarily terminate employment
with the Company before the Vesting Date or if your employment with the Company
is terminated for Disciplinary Reasons before the Vesting Date, you will not be
entitled to receive any Award.


 


4.2.          If your employment with the Company is
terminated by the Company before the Vesting Date for reasons other than
Disciplinary Reasons or as a direct result of a reduction in force or the sale
or permanent closure of the division of which you are president or as a direct
result of a merger, reorganization, sale, or restructuring of all or part of
the Company or a subsidiary, the Award will vest immediately following your
termination date and will be paid in full within 90 days following your
termination date.  The Company may, as a
condition precedent to your right to receive any Award payment pursuant to this
Section, require you to sign a waiver and release in a form required by the
Company.


 


4.3.          If your employment with the Company is
terminated as a result of your death, or total and permanent disability (as
determined in the sole discretion of the Company), you will receive a pro rata
portion of the Award calculated based on the number of days you were employed
by the Company during the Award Period compared to the total number of days in
the Award Period.  The pro rata portion
of the Award will vest immediately following your termination date and will be
paid in full within 90 days following your termination date.


 


5.             At Will Employment. 
Nothing in this Agreement affects the at-will nature of your employment
with the Company.  Either you or the
Company may end your employment relationship at any time and for any reason,
without notice, although your decision to do so may adversely affect your
entitlement to all or a portion of this Award.


 


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6.             Miscellaneous. 
This Agreement (a) shall be construed in accordance with the
internal laws (but not the laws of conflicts) of the State of Idaho, (b) may
be executed in multiple counterparts (including by facsimile or electronic transmission),
all of which taken together shall constitute one and the same original, (c) may
not be, nor may any of the rights or obligations of the parties hereto be,
assigned by any party except with the prior written consent of the other party
hereto, provided that the Company may assign its obligations to a successor
that agrees to perform such obligations, (d) represents the complete
understanding and agreement between the parties hereto with respect to the
subject matter hereof, and (e) may not be amended without the written
consent of both you and the Company.


 


You must sign this Agreement and return it on or
before _________________ in order for the Award to be effective.  If this Agreement is not received by _________________
the Award will be forfeited.    Return
your executed Agreement to:  John
Sahlberg


 


 


	
  Boise
  Cascade, L.L.C.

  	
  Awardee

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Printed
  Name: 

  	
   

  
						



 


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