**Exhibit 10.27**

 

BOISE CASCADE, L.L.C.

 

SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVEOFFICERS

 

(As amended through March 1, 2010)

 

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BOISE CASCADE, L.L.C.

SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVEOFFICERS

 

ARTICLE I — PURPOSE OF THE PLAN

 

The purpose of this Supplemental Early Retirement Planfor Executive Officers (the “Plan”) is to facilitate the orderly succession ofExecutive Officers with continuity of management by providing additional EarlyRetirement Benefits for the Executive Officers.

 

ARTICLE II — DEFINITIONS

 

2.1                                 “Board.”  The term Board shall mean the Board ofManagers of Boise Cascade Holdings, L.L.C.

 

2.2                                 “Change in Control.”  A Change in Control shall be deemed to haveoccurred if:

 

(a)                                  Any Person is or becomes the BeneficialOwner, directly or indirectly, of securities of the Company representing 25% ormore of either the then-outstanding shares of common stock of the Company orthe combined voting power of the Company’s then-outstanding securities;provided, however, if such Person acquires securities directly from theCompany, such securities shall not be included unless such Person acquiresadditional securities which, when added to the securities acquired directlyfrom the Company, exceed 25% of the Company’s then-outstanding shares of commonstock or the combined voting power of the Company’s then-outstandingsecurities; and provided further that any acquisition of securities by anyPerson in connection with a transaction described in Section 2.2(c)(i) shallnot be deemed to be a Change in Control of the Company; or

 

(b)                                 The following individuals cease for anyreason to constitute at least a majority of the number of managers(i.e.,director equivalents for limited liabilities companies) then serving:  individuals who, on the date hereof,constitute the Board and any new manager (other than a manager whose initialassumption of office is in connection with an actual or threatened electioncontest, including but not limited to a consent solicitation, relating to theelection of managers of the Board) whose appointment or election by the Boardor nomination for election by the Company’s stockholders was approved by a voteof at least two-thirds of the managers then still in office who either weremanagers on the date hereof or whose appointment, election, or nomination forelection was previously so approved (the “Continuing Managers”); or

 

(c)                                  The consummation of a merger orconsolidation of the Company (or any direct or indirect subsidiary of theCompany) with any other corporation other than (i) a merger orconsolidation which would result in both (a)

 

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Continuing Managers continuing to constitute at least a majority of thenumber of directors (or director-equivalents) of the combined entityimmediately following consummation of such merger or consolidation, and (b) thevoting securities of the Company outstanding immediately prior to such mergeror consolidation continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity or any parentthereof) more than 50% of the combined voting power of the voting securities ofthe Company or such surviving entity or any parent thereof outstandingimmediately after such merger or consolidation, or (ii) a merger orconsolidation effected to implement a recapitalization of the Company (orsimilar transaction) in which no Person is or becomes the Beneficial Owner,directly or indirectly, of securities of the Company representing 25% or moreof either the then-outstanding shares of common stock of the Company or thecombined voting power of the Company’s then-outstanding securities; providedthat securities acquired directly from the Company shall not be included unlessthe Person acquires additional securities which, when added to the securitiesacquired directly from the Company, exceed 25% of the Company’sthen-outstanding shares of common stock or the combined voting power of theCompany’s then-outstanding securities; and provided further that anyacquisition of securities by any Person in connection with a transactiondescribed in Section 2.2(c)(i) shall not be deemed to be a Change inControl of the Company; or

 

(d)                                 The stockholders of the Company approve aplan of complete liquidation or dissolution of the Company or the consummationof an agreement for the sale or disposition by the Company of all orsubstantially all of the Company’s assets, other than a sale or disposition bythe Company of all or substantially all of the Company’s assets to an entity,more than 50% of the combined voting power of the voting securities of whichare owned by Persons in substantially the same proportions as their ownershipof the Company immediately prior to such sale.

 

A transaction described in Section 2.2(c) whichis not a Change in Control of the Company solely due to the operation ofSubsection 2.2(c)(i)(a) will nevertheless constitute a Change in Controlof the Company if the Board determines, prior to the consummation of thetransaction, that there is not a reasonable assurance that, for at least twoyears following the consummation of the transaction, at least a majority of themembers of the board of directors (or director equivalent) of the survivingentity or any parent will continue to consist of Continuing Managers andindividuals whose election or nomination for election by the shareholders ofthe surviving entity or any parent would be approved by a vote of at leasttwo-thirds of the Continuing Managers and individuals whose election ornomination for election has previously been so approved.

 

For purposes of this section, “Beneficial Owner” shallhave the meaning set forth in Rule 13d-3 under the Securities Exchange Actof 1934, as amended (the “Exchange Act”).

 

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For purposes of this section, “Person” shall have themeaning given in Section 3(a)(9) of the Exchange Act, as modified andused in Sections 13(d) and 14(d) thereof, except that “Person” shallnot include (i) the Company or any of its subsidiaries, (ii) atrustee or other fiduciary holding securities under an employee benefit plan ofthe Company or any of its subsidiaries, (iii) an underwriter temporarilyholding securities pursuant to an offering of such securities, (iv) acorporation owned, directly or indirectly, by the stockholders of the Companyin substantially the same proportions as their ownership of stock of theCompany, or (v) an individual, entity or group that is permitted to anddoes report its beneficial ownership of securities of the Company on Schedule13G under the Exchange Act (or any successor schedule), provided that if theindividual, entity or group later becomes required to or does report itsownership of Company securities on Schedule 13D under the Exchange Act (or anysuccessor schedule), then the individual, person or group shall be deemed to bea Person as of the first date on which the individual, person or group becomesrequired to or does report its ownership on Schedule 13D.

 

2.3                                 “Closing Date.”  October 29, 2004.

 

2.4                                 “Committee.”  The Compensation Committee of the Board ofManagers of Boise Cascade Holdings, L.L.C. or, in the absence of such acommittee, the Retirement Committee appointed by such board, which, in additionto its other duties and responsibilities, shall have the duties and responsibilitiesset out in Article V of this Plan.

 

2.5                                 “Company.”  Boise Cascade, L.L.C., a limited liabilitycompany organized and existing under the laws of the state of Delaware, or itssuccessor or successors.

 

2.6                                 “Competitor.”  Any business, foreign or domestic, which isengaged, at any time relevant to the provisions of this Plan, in themanufacture, sale, or distribution of products, or in the providing ofservices, in competition with products manufactured, sold, or distributed, orservices provided, by the Company or any subsidiary, partnership, or jointventure of the Company.  Thedetermination of whether a business is a Competitor shall be made by theCompany’s General Counsel, in his or her sole discretion.

 

2.7                                 Construction. Except to the extent preempted by federal law, this Plan shall beconstrued according to the laws of the state of Idaho.  The words “hereof,” “herein,” “hereunder” andother similar compounds of the word “here” shall mean and refer to the entirePlan, not to any particular provision or section.

 

2.8                                 “Deferred Compensation and BenefitsTrust.”  The irrevocable trust (the “DCBTrust”) which may be established by the Company with an independent trustee forthe benefit of persons entitled to receive payments or benefits hereunder,

 

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the assets of which will be subject to claims of the Company’screditors in the event of bankruptcy or insolvency.

 

2.9                                 “Early Retirement.”  The termination of employment of an ExecutiveOfficer prior to his or her Normal Retirement Date but after the ExecutiveOfficer has completed 10 or more years of service and has reached the ageof at least 58 years (or, for Executive Officers elected as such by BoiseCascade Corporation prior to June 1, 2004, 55 years).

 

2.10                           “Early Retirement Benefits.”  The benefits that will be paid to anExecutive Officer who retires from the Company under the provisions of thisPlan.

 

2.11                           “Early Retirement Date.”  The date of an Executive Officer’s EarlyRetirement, as defined in Section 2.9.

 

2.12                           “Effective Date.”  October 29, 2004, or the date this Planbecomes effective as established by the Board, whichever is later.

 

2.13                           “Executive Officer.”  A Transferred Executive Officer who has beenduly elected by the Board to serve as an executive officer of the Company inaccordance with the Company’s bylaws but not including assistant treasurers orassistant secretaries.

 

2.14                           “Involuntary Retirement.”  The termination of employment of an ExecutiveOfficer by action of the Company or the Board prior to an Executive Officer’sNormal Retirement Date but after the Executive Officer has completed 10 ormore years of service and has reached the age of at least 58 years (or,for Executive Officers elected as such by Boise Cascade Corporation prior to June 1,2004, 55 years).

 

2.15                           “Normal Retirement Date.” Thefirst day of the month on or after an Executive Officer’s 65th birthday.

 

2.16                           “Salaried Plan.”  The Boise Cascade, L.L.C. Pension Plan forSalaried Employees and the Boise Cascade, L.L.C. Supplemental Pension Plan asthey currently are in effect and as amended from time to time after theEffective Date of this Plan.

 

2.17                           “Transferred Executive Officer.”  An employee who has been duly elected by theBoard to serve as an executive officer of the Company in accordance with theCompany’s bylaws (but not including assistant treasurers or assistantsecretaries), and who had been a participant in the Boise Cascade Corporation SupplementalEarly Retirement Plan for Executive Officers immediately prior to the ClosingDate.

 

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ARTICLE III — ELIGIBILITY FOR EARLY RETIREMENTBENEFITS

 

3.1                                 Eligibility. An Executive Officer (i) with 10 or more years of service withthe Company, as defined in the Salaried Plan; (ii) who has served as anExecutive Officer of the Company for at least 5 full years measured fromthe date of his or her election to such office; and (iii) whose employmentwith the Company is terminated through Involuntary Retirement, or who elects EarlyRetirement, shall receive the Early Retirement Benefits as set forth in Article IVhereof; provided, however, if an Executive Officer’s employment is terminatedfor “disciplinary reasons,” as that term is used in the Company’s CorporatePolicy 10.2, Termination of Employment, as amended from time to time, suchExecutive Officer shall not be eligible to receive any benefits under thisPlan.  For purposes of this Plan, anExecutive Officer’s years of service with the Company shall include his or heryears of service with Boise Cascade Corporation, and an Executive Officer’syears of service as an Executive Officer of the Company shall include his orher years of service as an Executive Officer of Boise Cascade Corporation.

 

3.2                                 Notice.  If anExecutive Officer is required to take Involuntary Retirement under this Plan,he or she shall be given a written notice thereof and shall be advised of theEarly Retirement Benefits to be paid hereunder. Additionally, any eligible Executive Officer desiring to elect EarlyRetirement shall notify the Company of his or her decision, in writing, atleast 30 days in advance of the Early Retirement Date.

 

ARTICLE IV — EARLY RETIREMENT BENEFITS

 

4.1                                 Computation of Early Retirement Benefits. The Early Retirement Benefits payable to any Executive Officer who iseligible for such benefits under Section 3.1 hereof shall be calculated asfollows:

 

Until age 65, the Early Retirement Benefits payablehereunder shall be an amount equal to the Basic Pension Benefit that would havebeen payable in the form of a single life annuity at age 65 under theSalaried Plan (before reduction to reflect any retirement option selected bythe Executive Officer pursuant to Article VII of the Salaried Plan)without reduction on account of early retirement, provided, however, that anysuch Early Retirement Benefits shall exclude the amounts of any such benefitsthat are based on or relate to years of service performed for Boise CascadeCorporation and that are payable under either the Boise Cascade CorporationSpun-off Pension Plan for Salaried Employees or the Boise Cascade CorporationSupplemental Early Retirement Plan for Executive Officers or would have beenpayable under such plans as of the day before the Closing Date if all vestingand eligibility provisions thereunder are deemed to have been met.  To the extent that the Boise CascadeCorporation Supplemental Early Retirement Plan for Executive Officers isterminated and participants thereunder are paid out in a lump sum in connectionwith such termination prior to the payment of benefits under this Plan, suchlump sum (or its actuarial equivalent) shall be excluded from the benefitspayable under this Section 4.1.

 

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If the calculations made pursuant to this sectionproduce no Early Retirement Benefits for an Executive Officer, then this Planshall not apply to that Executive Officer. The Company will be secondarily liable for the payment of any amountsthat are payable from the Salaried Plan.

 

4.2                                 Manner and Adjustment of Payment. The Early Retirement Benefits, as computed in Section 4.1 and asprovided hereunder, shall, except as provided in Section 4.5, become anunfunded general obligation of the Company and shall be paid to the ExecutiveOfficer in monthly installments as a supplemental retirement benefit.  The Early Retirement Benefits shall be paidin the form of a single life annuity until the earlier of the Participant’sdeath or the date the Participant reaches age 65.  Payment of Early Retirement Benefits shallcommence as soon as practicable following the Participant’s Early Retirement orInvoluntary Retirement.  For purposes of Section 409Aof the Internal Revenue Code, the date of the Participant’s Early Retirement orInvoluntary Retirement shall be the “designated payment date.”

 

4.3                                 Executive Officer Not to Compete. If an Executive Officer who is receiving Early Retirement Benefitshereunder and who has not yet reached his or her Normal Retirement Dateprovides significant services as an employee or consultant, or otherwiserenders services of a significant nature for remuneration, to a Competitor, theCompany may, in its discretion, cancel all further Early Retirement Benefitsdue to be payable to the Executive Officer hereunder, and after the date ofcancellation, the Executive Officer shall forfeit all future benefits underthis Plan.  The Company may, in itsdiscretion, consent to an Executive Officer’s rendering services to aCompetitor, and if it does consent, it may place whatever limitations itconsiders appropriate on the consent.  Ifthe Executive Officer breaches the terms of the consent, the Company may, inits discretion, cancel all further Early Retirement Benefits due to be payable tothe Executive Officer hereunder, and after the date of cancellation, theExecutive Officer shall forfeit all future benefits under this Plan.

 

4.4                                 SupplementalSurvivor’s Retirement Benefit.  If an Executive Officer terminates employmentat any age by reason of death, his or her spouse, if any, shall be eligible toreceive a supplemental Survivor’s Retirement Benefit under this Plan.  The amount of the supplemental Survivor’sRetirement Benefit payable under this section shall be equal to the differencebetween the Survivor’s Retirement Benefit payable under the terms of theSalaried Plan and the amount to which the spouse would be entitled under theterms of both this Plan and the Salaried Plan if the Executive Officer, withoutregard to the requirements of Section 3.1 of this Plan, had elected earlyretirement on the date of his or her death and had elected to receive benefitsin the form of a 100% Joint and Survivor Annuity with the spouse as jointannuitant, provided that if the Executive Officer dies prior to reaching age55, the otherwise unreduced benefit payable under this Plan shall beactuarially reduced to reflect the Executive Officer’s age at death.  Payment of this benefit shall commence assoon as practicablefollowing the Participant’s death.  Forpurposes of Section 409A of the Internal Revenue Code, the date of theParticipant’s death shall be the “designated

 

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payment date.”  A surviving spouse shall not be eligible fora supplemental survivor’s benefit under this Plan unless the spouse is eligiblefor a survivor’s benefit under the terms of the Salaried Plan.

 

Notwithstanding the foregoing, any benefits received pursuant to thissection shall exclude the amounts of any such benefits that are based on orrelate to an Executive Officer’s years of service performed for Boise CascadeCorporation and that are payable under either the Boise Cascade CorporationSpun-off Pension Plan for Salaried Employees or the Boise Cascade CorporationSupplemental Early Retirement Plan for Executive Officers or would have beenpayable under such plans as of the day before the Closing Date if all vestingand eligibility provisions thereunder are deemed to have been met.  To the extent that the Boise Cascade CorporationSupplemental Early Retirement Plan for Executive Officers is terminated andparticipants and surviving spouses thereunder are paid out in a lump sum inconnection with such termination prior to the payment of benefits under thisPlan, such lump sum (or its actuarial equivalent) shall be excluded from thebenefits payable under this Section 4.4.

 

4.5                                 Deferred Compensation and Benefits Trust. Upon the occurrence of a Change in Control of the Company or at any timethereafter, the Company, in its sole discretion, may transfer to the DCB Trustcash, marketable securities, or other property acceptable to the trustee to paythe Company’s obligations under this Plan in whole or in part (the “FundingAmount”).  Any cash, marketablesecurities, and other property so transferred shall be held, managed, anddisbursed by the trustee subject to and in accordance with the terms of the DCBTrust.  In addition, from time to time,the Company may make additional transfers of cash, marketable securities, orother property acceptable to the trustee as desired by the Company in its solediscretion to maintain or increase the Funding Amount with respect to thisPlan.  The assets of the DCB Trust, ifany, shall be used to pay benefits under this Plan, except to the extent theCompany pays such benefits.  The Companyand any successor shall continue to be liable for the ultimate payment of thosebenefits.

 

4.6                                 Section 457ADistributions for Participants with Vested Benefits as of December 31,2008.  Notwithstanding anything tothe contrary in the Plan, the following provisions shall apply with respect toa Participant who, as of December 31, 2008, has met the requirements forEarly Retirement as defined in Section 2.9.

 

4.6.1  The Participant’s Early Retirement Benefitsshall 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.

 

4.6.2  The increase in a Participant’s EarlyRetirement Benefits, if any, attributable to services performed during 2009which is includible in the

 

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Participant’s income for 2009 pursuant to Section 457Ashall be paid to the Participant within the time permitted under Section 457Aand applicable guidance and regulations. The calculation of Early Retirement Benefits payable in the future shalltake this payment into account.

 

4.6.3  The changes in the time of payment madepursuant to this Section 4.6 are intended to conform the date ofdistribution of any portion of the Participant’s Deferred Account to the datethe amount may be required to be included in income pursuant to Section 457A,if earlier than the date such amount would otherwisebe distributed.  As such, any change in the time of paymentpursuant to this Section 4.6 will not be treated as an impermissibleacceleration under Internal Revenue Code Section 409A.

 

ARTICLE V — DUTIES

 

5.1                                 Committee’s Powers. Except as otherwise provided in the Plan with regard to the powers ofthe Company, the Committee shall have control of administration of the Plan,with all powers necessary to enable it to carry out its duties hereunder.  The Committee shall have the right to inspectthe records of the Company whenever such inspection may be reasonably necessaryin order to determine any fact pertinent to the performance of the duties ofthe Committee.  The Committee, however,shall not be required to make such inspection but may, in good faith, rely onany statement of the Company or any of its officers or employees.

 

5.2                                 Copy of Plan to Be Furnished. The Committee shall furnish a copy of this Plan to all ExecutiveOfficers of the Company who are or become entitled to be covered under thisPlan as eligible Executive Officers.

 

5.3                                 Records.  The Committeeshall keep a complete record of all its proceedings and all data necessary foradministration of the Plan.

 

5.4                                 Appeal Procedure. If any Executive Officer feels aggrieved by any decision of theCommittee concerning his or her benefits hereunder, the Committee shallprovide, upon written request of the Executive Officer, specific written reasonsfor the decision.  The Committee shallafford an Executive Officer, whose claim for benefits has been denied,60 days from the date notice of denial is mailed in which to request ahearing before the Committee.  If anExecutive Officer requests a hearing, the Committee shall review the writtencomments, oral statements, and any other evidence presented on behalf of theExecutive Officer at the hearing and render its decision within 60 days ofsuch hearing.  If the Executive Officerstill feels aggrieved by the Committee’s decision concerning his or herbenefits hereunder, the Executive Officer can request the ExecutiveCompensation Committee of the Board to review his or her case.  The request for hearing must be made inwriting within 60 days from the date of the Committee’s decision.  The Executive Compensation Committee of theBoard shall review said decision within 4 months after receiving theExecutive Officer’s request for

 

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review and shall, within a reasonable time thereafter, render adecision respecting the Executive Officer’s claim, which shall be final,binding and conclusive.

 

If any Executive Officer feels aggrieved by anydecision of the Company concerning his or her rights hereunder, the Company shallprovide, upon the written request of the Executive Officer, specific writtenreasons for its decision.  If theExecutive Officer is not satisfied with the Company’s decision with respect tohis or her rights, the Executive Officer can request the Executive CompensationCommittee of the Board to review his or her case.  The Executive Officer’s request must be madewithin 60 days of the mailing of the Company’s written decision, and theExecutive Compensation Committee of the Board will handle the review in thesame manner as set forth above with respect to appeals from Committeedecisions.

 

ARTICLE VI — AMENDMENT AND TERMINATION

 

6.1                                 Amendment.  To providefor contingencies which may require the clarification, modification, oramendment of this Plan, the Company reserves the right to amend this Plan atany time; provided, however, no amendment shall affect any benefits previouslygranted hereunder to any Executive Officer who elected or was required,pursuant to this Plan, to retire early.

 

6.2                                 Termination. It is the present intention of the Company to maintain this Planindefinitely.  Nonetheless, the Companyreserves the right, at any time, to terminate the Plan; provided, however, notermination shall affect any benefits previously granted hereunder to anExecutive Officer who elected or was required, pursuant to this Plan, to retireearly.

 

ARTICLE VII — MISCELLANEOUS

 

7.1                                 Benefits Not Transferable or Assignable. None of the benefits, payments, proceeds, claims, or rights of anyExecutive Officer hereunder shall be subject to the claim of any creditor ofthe Executive Officer, other than the Company as permitted in Section 7.2,nor shall any Executive Officer have any right to transfer, assign, encumber,or otherwise alienate any of the benefits or proceeds which he or she mayexpect to receive, contingently or otherwise, under this Plan.

 

7.2                                 Setoff.  The Companyshall have the right to withhold and deduct from payments due hereunder to anyExecutive Officer any amounts owed by the Executive Officer to the Company orits affiliates that were incurred prior to the Executive Officer’s EarlyRetirement Date.

 

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