**Exhibit 10.26**

 

BOISE CASCADE, L.L.C.

 

SUPPLEMENTAL PENSION PLAN

 

(As Amended through November 1, 2009)

 

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BOISE CASCADE, L.L.C.

SUPPLEMENTAL PENSION PLAN

 

ARTICLE I

 

1.                                       Purpose of the Plan. It is the policy of Boise Cascade, L.L.C. (the “Company”) to provideretirement benefits to eligible employees in accordance with the terms andconditions of the Company’s retirement plans. Under certain circumstances the effect of federal and state tax laws maypreclude payment of full benefits to which an employee is otherwise entitledout of the assets of the Company’s retirement plans qualified under Section 401of the Internal Revenue Code of 1986, as amended.  In addition, the election of certainemployees to voluntarily defer receipt of otherwise taxable and pensionablecompensation may have the effect of reducing the amount of retirement benefitswhich such employees would otherwise be entitled to receive out of the Company’stax-qualified retirement plans.  In orderto ensure that employees of the Company receive the full retirement benefitsearned during the course of their employment with the Company, the Company willprovide benefits as described in this Plan.

 

ARTICLE II

 

2.                                       Definitions.

 

2.1                                 “Act” means the Employee RetirementIncome Security Act of 1974 (“ERISA”), as amended from time to time.

 

2.2                                 “Closing Date” means October 29,2004.

 

2.3                                 “Code” means the Internal Revenue Code of1986, as amended from time to time.

 

2.4                                 “Company” means Boise Cascade, L.L.C.,and any of its subsidiaries or affiliated business entities participating inthe Pension Plan.

 

2.5                                 “Compensation” means a Participant’scompensation as defined in the Pension Plan, but without regard to anylimitations required by Section 401(a)(17) of the Code, and includingamounts voluntarily deferred at the Participant’s election under any of thenonqualified deferred compensation plans of the Company.

 

2.6                                 “Effective Date” means October 29,2004.

 

2.7                                 “Frozen Benefit” means the monthlybenefit that would have been paid to a Transferred Participant under the BoiseCascade Corporation Supplemental Pension Plan (As Amended Through September 26,2003) as if such participant had

 

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been eligible to retire with a fully vested benefit and had retiredunder the terms of the Boise Cascade Corporation Pension Plan for SalariedEmployees as of the day before the Closing Date.  In the event that the Boise CascadeCorporation Supplemental Pension Plan is terminated prior to the payment of anybenefits under this Plan and a Participant receives a payout of his or herbenefits under such terminated plan, such payout (or the actuarial equivalentthereof) shall be the Frozen Benefit.

 

2.8                                 “Maximum Benefit” means the monthlyequivalent of the maximum benefit permitted by the Code to be paid to aparticipant in the Company’s Pension Plan, taking into account all limitationsrequired by the Code in order for the Pension Plan to retain its qualifiedstatus under Section 401 of the Code.

 

2.9                                 “Participant” means any TransferredParticipant who is an active Participant in the Pension Plan on or after theEffective Date and whose pension benefits determined on the basis of theprovisions of the Pension Plan, without regard to the limitations of the Code,would exceed the Maximum Benefits permitted under the Code.

 

2.10                           “Pension Plan” means the Boise Cascade,L.L.C. Pension Plan for Salaried Employees, as amended from time to time.

 

2.11                           “Plan” means the Boise Cascade, L.L.C.Supplemental Pension Plan, as amended from time to time, which shall be anunfunded plan providing benefits for a select group of senior management orhighly compensated employees of the Company.

 

2.12                           “Plan Administrator” means the individual(s) designatedby the Company as the Plan Administrator for purposes of compliance with therequirements of the Act.

 

2.13                           “Separation from Service” means theParticipant’s ceasing to be employed by the Company for any reason whatsoever,whether voluntarily or involuntarily, including without limitation by reason ofearly retirement, normal retirement, or death, provided that transfer from theCompany to a subsidiary or vice versa shall not be deemed a Separation fromService for purposes of this Plan.  ASeparation from Service shall also occur if (a) the Participant is on aleave of absence that exceeds 6 months and the Participant does not have astatutory or contractual right of reemployment, in which case, Separation fromService shall be deemed to have occurred on the first day following the 6-monthperiod, (b) the Participant is on a leave of absence that exceeds 6 monthsand the Participant’s statutory or contractual right of reemployment ends, inwhich case Separation from Service shall be deemed to have occurred on thefirst day following the end of the right of reemployment, or (c) theCompany and the Participant reasonably anticipate that the level of servicesthe Participant will perform for the Company (whether as an employee or anindependent contractor) will permanently decrease to 20% or less of the averagelevel of services

 

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performed for the Company over the preceding 36 months.  Determination of whether a Separation fromService has occurred will be made subject to the facts and circumstances ofeach situation and will comply with Internal Revenue Code Section 409A.

 

2.14                           “Transferred Participant” means anyemployee of the Company who was an active participant in the Boise CascadeCorporation Pension Plan for Salaried Employees, as amended from time to time,immediately before the Closing Date and whose pension benefits determined onthe basis of the provisions of such plan, without regard to the limitations ofthe Code, would exceed the monthly equivalent of the maximum benefit permittedby the Code to be paid to a participant in such plan, taking into account alllimitations required by the Code in order for such plan to retain its qualifiedstatus under Section 401 of the Code.

 

2.15                           “Unrestricted Benefit” means the maximummonthly normal, early, or deferred vested (or disability) retirement benefit,whichever is applicable, which a Participant has earned, calculated inaccordance with the benefit formula under the Pension Plan and determinedwithout regard to any limitations imposed by the Code, including but notlimited to limitations under Code Sections 401(a)(17) and 415.  The amount of the Unrestricted Benefit shallbe based on a Participant’s Compensation as defined in this Plan.

 

2.16                           All capitalized terms used herein nototherwise defined shall have the meaning ascribed to such terms under thePension Plan.

 

ARTICLE III

 

3.                                       Benefits.

 

3.1                                 Normal Retirement Benefit. Upon the Normal Retirement of a Participant, as defined in the PensionPlan, a Participant shall be entitled to a monthly benefit under this Planequal in amount to his or her Unrestricted Benefit minus (i) the MaximumBenefit and (ii) the Frozen Benefit. If the calculations made pursuant to this section produce no monthlybenefits for a Participant, then this Plan shall not apply to that Participant.

 

3.2                                 Early Retirement Benefit. Upon the early retirement of a Participant as provided under the PensionPlan, such Participant shall be entitled to a monthly benefit under this Planequal to his or her Unrestricted Benefit minus (i) the Maximum Benefit and(ii) the Frozen Benefit.  If thecalculations made pursuant to this section produce no monthly benefits for aParticipant, then this Plan shall not apply to that Participant.

 

3.3                                 Deferred Vested Retirement Benefit. If a Participant terminates employment with the Company and is entitledto a deferred vested retirement benefit

 

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provided under the Pension Plan, such Participant shall be entitled toa monthly benefit under this Plan equal to his or her Unrestricted Benefitminus (i) the Maximum Benefit and (ii) the Frozen Benefit.  If the calculations made pursuant to thissection produce no monthly benefits for a Participant, then this Plan shall notapply to that Participant.

 

3.4                                 Spousal Pension Benefit. Subject to Section 3.5 below, on the death of a Participant whosespouse is eligible for a pre- or post-retirement surviving spouse benefit underthe Pension Plan, the Participant’s surviving spouse shall be entitled to amonthly benefit equal to the surviving spouse benefit determined in accordancewith the provisions of the Pension Plan without regard to the limitations underthe Code, minus (i) the Maximum Benefit and (ii) the FrozenBenefit.  If the calculations madepursuant to this section produce no monthly benefits for a Participant’ssurviving spouse, then this Plan shall not apply to that surviving spouse.

 

3.5                                 Forms of Benefit Payment.

 

(a)                                  If on the date of a Participant’s Separationfrom Service, his or her accrued vested benefit under this Plan is less than$10,000 in present value (calculated in accordance with present valuedeterminations under the Pension Plan), such benefit shall be distributed in alump sum on February 1 of the calendar year following the year in which Separationfrom Service occurred.

 

(b)                                 Ifon the date of a Participant’s Separation from Service, his or her accruedvested benefit under this Plan is equal to or greater than $10,000 in presentvalue (calculated in accordance with present value determinations under thePension Plan), such benefit shall be distributed in a lump sum on February 1of the calendar year following the year in which Separation from Serviceoccurred, unless the Participant, within 30 days after the first day of theParticipant’s taxable year immediately following the first year the Participantaccrues a benefit hereunder, elects to have his or her benefit paid in monthlyinstallments over a period not to exceed 15 years, commencing upon thelater of Separation from Service or a date specified by the Participant whichdate shall not be later than the first of the month following the Participant’s65th birthday.  Payment elections areirrevocable at the end of the 30 day election period.  Notwithstanding the foregoing, anyParticipant who has an accrued vested benefit under this Plan as of November 1,2007, may specify in writing a new payment election on or before December 31,2007, provided that such election may apply only to amounts that would nototherwise be payable in 2007 and further provided that such election may notcause an amount to be paid in 2007 that would not otherwise be payable in2007.  This election shall not beavailable to any Participant whose benefit payment will have commenced as of December 31,2007.

 

(c)                                  Forpurposes of this Section 3.5, the calculation of whether a Participant’saccrued vested benefit exceeds $10,000 shall be net of any Maximum Benefit orFrozen Benefit to which a Participant is entitled.

 

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(d)                                 Notwithstandinganything to the contrary in the Plan, a Participant’s benefit under this Planshall be paid out during the last taxable year beginning before January 1,2018, to the extent that Internal Revenue Code Section 457A (“Section 457A”)applies to the Plan and requires inclusion of such benefits in the Participant’sgross income at that time and to the extent that such benefits have not alreadybeen paid out pursuant to another provision of this Plan.

 

Inaddition, the increase in a Participant’s benefits under this Plan, if any,attributable to services performed during 2009 which is includible in theParticipant’s income for 2009 pursuant to Section 457A shall be paid tothe Participant within the time permitted under Section 457A andapplicable guidance and regulations. The calculation of benefits payable in thefuture under this Plan shall take this payment into account.

 

Thechanges in the time of payment made pursuant to this Section 3.5(d) areintended to conform the date of distribution of any portion of the Participant’sDeferred Account to the date the amount may be required to be included inincome pursuant to Section 457A, if earlier than the date such amountwould otherwise be distributed.  As such,any change in the time of payment pursuant to this Section 3.5(d) willnot be treated as an impermissible acceleration under Internal Revenue Code Section 409A.

 

3.6                                 Taxes.  The Company shall deduct from all paymentsmade under this Plan all applicable federal or state taxes required by law tobe withheld.

 

ARTICLE IV

 

4.                                       Plan Administration.

 

4.1                                 Administrator. The Plan shall be administered by the Company, acting through its PlanAdministrator, which shall have complete and unrestricted authority tointerpret the Plan and issue such administrative rules and procedures asit deems appropriate, in its sole discretion. The Plan Administrator shall have the duty and responsibility ofmaintaining records, making the requisite calculations, and disbursing thepayments hereunder.  The PlanAdministrator’s interpretations, determinations, procedures, and calculationsshall be final and binding on all persons and parties concerned.

 

4.2                                 Amendment and Termination. The Company, acting through the Executive Compensation Committee of theBoard of Managers of Boise Cascade Holdings, L.L.C., may amend or terminate thePlan at any time, provided, however, that no such amendment or terminationshall adversely affect a benefit to which a Participant or his or herbeneficiary is entitled under Article III prior to the effective date ofsuch amendment or termination unless such Participant or beneficiary becomes

 

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entitled to an amount equal to such benefit under another plan orpolicy adopted by the Company.

 

4.3                                 Payments and Setoff. The Company will pay all benefits arising under this Plan and all costs,charges, and expenses relating hereto. The Company shall have the right to withhold and deduct from paymentsdue hereunder to any Participant any amounts owed by the Participant to theCompany or its affiliates.

 

4.4                                 Nonassignability of Benefits. The benefits payable hereunder or the right to receive future benefitsunder the Plan may not be anticipated, alienated, pledged, encumbered, orsubjected to any charge or legal process, and if any attempt is made to do so,or a person eligible for any benefit becomes bankrupt, the interest under thePlan of the person affected may be terminated by the Plan Administrator which,in its sole discretion, may cause the same to be held or applied for thebenefit of one or more of the dependents of such person or make any otherdisposition of such benefits that it deems appropriate, in its sole discretion.

 

4.5                                 Status of Plan. The benefits under this Plan shall not be funded but shall constituteliabilities by the Company payable when due.

 

4.6                                 Employment Not Guaranteed. This Plan is not intended to and does not create a contract ofemployment in any manner.  Employmentwith the Company is at will, which means that either the employee or theCompany may end the employment relationship at any time and for anyreason.  Nothing in this Plan changes orshould be construed as changing that at-will relationship.

 

4.7                                 Applicable Law. All questions pertaining to the construction, validity, and effect ofthis Plan shall be determined in accordance with the laws of the United Statesand, to the extent not preempted by such laws, by the laws of the state ofIdaho.

 

4.8                                 Deferred Compensation and Benefits Trust. Upon the occurrence of a Change in Control of the Company (as defined inthe Company’s Deferred Compensation and Benefits Trust (the “DCB Trust”)), orat any time thereafter, the Company, in its sole discretion, may transfer tothe DCB Trust cash, marketable securities, or other property acceptable to thetrustee to pay the Company’s obligations under this Plan in whole or in part(the “Funding Amount”).  Any cash,marketable securities, and other property so transferred shall be held,managed, and disbursed by the trustee subject to and in accordance with theterms of the DCB Trust.  In addition,from time to time, the Company may make additional transfers of cash,marketable securities, or other property acceptable to the trustee as desiredby the Company in its sole discretion to maintain or increase the FundingAmount with respect to this Plan.  Theassets of the DCB Trust, if any, shall be used to pay benefits under this Plan,except to the extent the Company pays such benefits.  The Company and any successor shall continueto be liable for the ultimate payment of those benefits.

 

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4.9                                 Appeals Procedure. Claims for benefits under this Plan shall be subject to determinationand review by the Company.  If anyParticipant disagrees with the Company’s determination of benefits hereunder,the Participant shall have the right to appeal the Company’s determination inaccordance with procedures adopted by the Company applicable to appeals underthe Pension Plan.

 

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