**Exhibit 10.35**

 

BOISE CASCADE HOLDINGS, L.L.C.

 

DIRECTORS DEFERRED COMPENSATION PLAN

 

(As Amended through November 1, 2009)

 

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BOISE CASCADE HOLDINGS, L.L.C.

DIRECTORS DEFERRED COMPENSATION PLAN

 

1.                                       Purpose of the Plan. The purpose of the Boise Cascade Holdings, L.L.C. Directors DeferredCompensation Plan (the “Plan”) is to further the growth and development ofBoise Cascade Holdings, L.L.C. (the “Company”) by providing directors theopportunity to defer a portion of their cash compensation and thereby encouragetheir efforts on behalf of the Company. The Plan is also intended to provide Participants with an opportunity tosupplement their retirement income through deferral of current compensation.  The Plan is an unfunded plan.

 

2.                                       Definitions.

 

2.1                                 Board.  The Board ofDirectors of Boise Cascade Holdings, L.L.C.

 

2.2                                 Compensation. A Participant’s fees, payable in cash, for services rendered by aParticipant as a Director of the Company during a calendar year.  Compensation shall not include any amounts paidby the Company to a Participant that are not strictly in consideration forpersonal services, such as expense reimbursements.  Compensation shall not include any taxableincome realized by, or payments made to, a director as a result of the grant,exercise, or payment of any equity award issued by the Company or anysubsidiary or affiliate or as a result of the disposition of such equity award,unless the Board determines that the award shall be included in Compensationfor purposes of this Plan.

 

2.3                                 Deferral Election. A Participant’s election to defer all or part of his or herCompensation.

 

2.4                                 Deferred Account. The record maintained by the Company for each Participant of thecumulative amount of Compensation deferred pursuant to this Plan and imputedinterest, gains or losses on those amounts accrued as provided in Section 4.6.

 

2.5                                 Deferred Compensation Agreement. Collectively, a Participant’s Deferral Election and DistributionElection.

 

2.6                                 Director.  For purposesof this Plan, an individual who is a member of the Board and who receives acash retainer and meeting fees in connection with the performance of servicesas a member of the Board.

 

2.7                                 Distribution Election. A Participant’s election of the method and timing of distribution of hisor her Deferred Account.

 

2.8                                 Investment Account. Any of the accounts identified by the Board from time to time, describedin Exhibit A, to which Participants may allocate all or any

 

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portion of their Deferred Accounts for purposes of determining thegains or losses to be assigned to the Deferred Accounts.

 

2.9                                 Normal Retirement Date. The date specified in the Company’s Bylaws for the retirement of anyDirector.

 

2.10                           Participant. A Director who has entered into a Deferred Compensation Agreement withthe Company in accordance with the provisions of the Plan.

 

2.11                           Termination. The Participant’s ceasing to be a member of the board of directors ofthe Company for any reason whatsoever, whether voluntarily or involuntarily.

 

2.12                           Unforeseeable Emergency. A severe financial hardship to the Participant resulting from (a) anillness or accident of the Participant or his or her spouse, beneficiary ordependent (as defined in Internal Revenue Code section 152, without regard tosections 152(b)(1), (b)(2) and (d)(1)(B)); (b) loss of theParticipant’s property due to casualty; or (c) other similar extraordinaryand unforeseeable circumstances arising as a result of events beyond theParticipant’s control, such as medical expenses or funeral expenses for theParticipant’s spouse, beneficiary or dependent (as defined earlier in thissubsection).  The determination ofwhether an event constitutes an Unforeseeable Emergency shall be made based onthe facts and circumstances of the specific event.

 

3.                                       Administration and Interpretation. The Board shall have final discretion, responsibility, and authority toadminister and interpret the Plan.  Thisincludes the discretion and authority to determine all questions of fact,eligibility, or benefits relating to the Plan. The Board may also adopt any rules it deems necessary to administerthe Plan.  The Board may delegate itsadministration responsibilities to any committee of the Board, and if the Boarddoes so, references to the Board in this Plan shall be deemed to be referencesto the designated committee.  The Board’sresponsibilities for day-to-day administration and interpretation of the Planshall be exercised by employees of the Company or a subsidiary who have beenassigned those responsibilities by management. Any employee exercising responsibilities relating to the Plan inaccordance with this section shall be deemed to have been delegated thediscretionary authority vested in the Board with respect to those responsibilities,unless limited in writing by the Board. Claims for benefits under the Plan and appeals of claim denials shall bein accordance with Sections 9 and 10.

 

4.                                       Participant Deferral and DistributionElections.

 

4.1                                 Execution of Agreement. A Director who wishes to participate in the Plan must execute a DeferredCompensation Agreement either (a) for newly eligible individuals, within30 days after first becoming eligible to participate in the Plan, or

 

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(b) prior to January 1 of the calendar year for which theDeferred Compensation Agreement will be effective.

 

4.2                                 Deferral Election. When a Director first becomes eligible to participate, he or she shallhave the opportunity to make a Deferral Election which shall apply toCompensation earned beginning the first calendar quarter after such election ismade.  Each year thereafter, the Directorshall have the opportunity to make a Deferral Election with respect to his orher Compensation earned in the following calendar year.  Deferral Elections shall be made either bysubmission of a written Deferral Election Form in substantially the formprovided in Appendix A or by completion of an online enrollment process, asdesignated by the Company.  TheCompensation otherwise earned by a Participant during the calendar yearbeginning after receipt of the Participant’s Deferral Election shall be reducedby the amount elected to be deferred. Deferral Elections are irrevocable as of the end of the period forexecuting the Deferred Compensation Agreement under Section 4.1 withrespect to initial Deferral Elections, and as of the end of the annualenrollment period established by the Company pursuant to Section 4.3 withrespect to subsequent Deferral Elections, except as otherwise provided in thisPlan.

 

4.3                                 Change of Deferral Election. A Participant who wishes to change an election to defer Compensation fora future year may do so at any time by submitting a new Deferral Electionduring the annual enrollment period established by the Company prior to January 1of the year for which the change in election is to be effective.

 

4.4                                 Distribution Election. At the time a Participant first elects to defer Compensation under Section 4.2,he or she must elect a distribution option for his or her Deferred Accounteither by submission of a written Distribution Election Form insubstantially the form provided in Appendix A or by completion of an onlineenrollment process, as designated by the Company.  Distribution Elections are irrevocable whenmade except as otherwise provided in this Plan.

 

4.5                                 Change of Distribution Election. A Participant may request, in writing, a change of his or herDistribution Election at any time.  Thenew election must (a) defer commencement of distribution for at least 5years from the date distribution would have commenced under the originalDistribution Election and (b) be received by the Board at least12 months prior to the commencement of distribution of the Participant’sDeferred Account under the original Distribution Election.  The Board shall approve the request if itmeets the requirements of this section. Approved requests shall not take effect until 12 months after the datethe request was submitted.

 

4.6                                 Deferred Account Allocations andAdjustments.  The Company shall maintain a record of eachParticipant’s Deferred Account balance, including deferrals andadjustments.  Each Participant’s DeferredAccount shall be adjusted on a monthly basis to reflect the imputed interest,gains or losses attributable to the applicable Investment Account(s).  Imputed interest will be credited to aParticipant’s

 

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account on the last day of each month. Computation of the imputed interest, gains or losses with respect to anyInvestment Account shall be at the Company’s sole discretion.

 

4.7                                 Investment Accounts. If the only Investment Account offered is the Stable Value Account,Participants’ deferrals will be automatically allocated to the Stable ValueAccount.  If more than one InvestmentAccount is offered, the following terms apply:

 

4.7.1                        Each Participant must allocate his or her currentdeferrals of Compensation to one or more of the offered Investment Accounts,either by submission of a written allocation form or by completion of an onlineallocation process, as designated by the Company and subject to anyrestrictions established by the Company.

 

4.7.2                        Participants who are active Directors may from time totime change the allocation of prospective deferrals to or from any InvestmentAccount on any business day, with any change effective as of the first calendarquarter beginning after the date of the change.

 

4.7.3                        Participants who are active Directors may move all orany portion of their Deferred Account balance among any of the InvestmentAccounts, other than the Stable Value Account, on any business day, with anychange effective as of the next business day.

 

4.7.4                        Deferred Account balances allocated to the StableValue Account may not be moved to any other Investment Account.

 

4.7.5                        After Termination, a Participant may not change theallocation of his or her Deferred Account among Investment Accounts.

 

4.8                                 Internal Revenue Code Section 457ACompliance.  Notwithstanding anything to the contrary, ifthe Company reasonably believes that the Plan may be subject to InternalRevenue Code Section 457A (“Section 457A”) in the following year, theCompany may choose to not permit Participants to make any deferrals into thePlan for that year or may permit Participants to make deferrals into the Planwith the proviso that contributions made for that year (including Participantdeferrals and any imputed earnings or interest on those deferrals) may be paidto the Participant pursuant to Section 5.7.3 if it is determined that Section 457Adoes apply for that year.  This decisionshall be made prior to annual enrollment for the applicable year.

 

5.                                       Distributions.

 

5.1                                 Distributions in General. The Company shall distribute a Participant’s Deferred Account balanceaccording to the Participant’s Distribution

 

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Election, except as otherwise provided in this Section 5.  The designated payment date for purposes ofInternal Revenue Code Section 409A shall be the date stated in the Participant’sDistribution Election, except as otherwise provided in this Section 5.

 

5.2                                 Interest, Gains and Losses afterTermination.  Unpaid balances shall continue to be creditedwith imputed interest, gains or losses based on the applicable Investment Accountprospectively from the date of Termination until such amounts are distributedfrom the Plan.

 

5.3                                 Hardship Distribution. If an Unforeseeable Emergency occurs, a Participant may request alump-sum distribution of an amount reasonably necessary to satisfy theemergency need plus amounts necessary to pay taxes reasonably anticipated as aresult of the distribution, after taking into account the extent to which suchhardship is or may be relieved through reimbursement or compensation byinsurance or otherwise or by liquidation of the Participant’s assets (to theextent the liquidation of such assets would not itself cause severe financialhardship).  Determination of the amountreasonably necessary to satisfy the emergency need must take into account anyadditional compensation available due to the cancellation of the Participant’sDeferral Election pursuant to this Section 5.3.  The Participant shall document, to the Board’ssatisfaction, that distribution of all or part of his or her account isnecessary to satisfy the Unforeseeable Emergency.  A Participant requesting a distribution underthis Section must not have access to other funds, including proceeds ofany loans, sufficient to satisfy the need. Upon receipt of a request under this Section, the Board may, in its solediscretion, direct the distribution of all or a portion of the Participant’saccount balance in a lump sum, to the extent necessary to satisfy the financialneed.  Any distribution will be madewithin 90 days of the Board’s receipt of such request.  The Participant shall sign all documentationrequested by the Board relating to the distribution.  If a Participant receives a distribution fromthe Plan under this Section, his or her current Deferral Election shall becancelled, and he or she shall not be eligible to participate in this Plan orany other nonqualified deferred compensation plan maintained by the Company orany subsidiary for a period of 12 months following the date of thedistribution.  The Participant may make anew Deferral Election during the next annual enrollment period following theconclusion of the 12-month period.

 

5.4                                 Small Account Distributions. If a Participant’s Deferred Account balance is less than $10,000 on thedate of Termination, the Company shall promptly distribute the entire DeferredAccount balance in a lump sum to the Participant within 90 days following thedate of Termination, regardless of the Participant’s Distribution Election, andthe Participant shall have no further rights or benefits under this Plan.

 

5.5                                 Distributions Following ParticipantDeath; Designation of Beneficiary.  The Companyshall make all payments to the Participant, if living.  A Participant shall designate a beneficiaryby filing a beneficiary designation in the form and manner prescribed by theBoard.  A Participant may change his orher beneficiary at any time by filing a new beneficiary designation in the formand manner prescribed by

 

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the Board.  If a Participant dieseither before benefit payments have commenced under this Plan or after benefitshave commenced but before his or her entire Deferred Account has beendistributed, his or her designated beneficiary shall receive any benefitpayments in accordance with the Participant’s Distribution Election.  If no designation is in effect when anybenefits payable under this Plan become due, the beneficiary shall be thespouse of the Participant, or if no spouse is then living, the Participant’sestate.  The designated payment date fordistributions under this Section shall be the date of the Participant’sdeath.

 

5.6                                 Distributions Pursuant to a DomesticRelations Order.

 

5.6.1  Adomestic relations order relating to benefits under this Plan shall be reviewedby the Company’s senior human resources officer or his or her delegate.  The individual shall determine whether theorder satisfies the definition in Internal Revenue Code Section 414(p).  The Company may establish procedures forreviewing and processing a domestic relations order similar to the processingof domestic relations orders under the Company’s qualified plans.

 

5.6.2  The ordermust specify the name and last known mailing address and social security numberof the Participant and each alternate payee. It must name the plan to which it applies.  It must specify the percentage or amount ofthe Participant’s benefit which is payable to an alternate payee and the dateas of which the amount or percentage is determined.  The order cannot require the Plan to (a) payany form of benefit not permitted under the Plan, (b) provide a benefitgreater than the benefit to which the Participant is entitled, or (c) affectthe benefits of another alternate payee with respect to whom a domesticrelations order has previously been accepted by the Plan.

 

5.6.3  If theorder is acceptable, a distribution to the alternate payee pursuant to theterms of the order shall be authorized as soon as administratively practicablewithout regard to the time distribution would be made to the affected Participant.  If the order is not acceptable, that shall becommunicated in writing to the Participant and the alternate payee, includingidentification of the provisions of the order that cause it to be unacceptable.

 

5.7                                 Section 457A Distributions.

 

5.7.1  Notwithstandinganything to the contrary, the portion of a Participant’s Deferred Accountcomprised of Participant deferrals attributable to services performed before January 1,2009, (including any imputed earnings or interest on those deferrals) shall bepaid out during the last taxable year beginning before January 1, 2018, tothe extent that Section 457A applies to the Plan and requires inclusion ofsuch benefits in the Participant’s gross income at that time and such amounthas not already been paid out pursuant to another provision of this Plan.

 

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5.7.2  Theportion of a Participant’s Deferred Account comprised of Participant deferralsattributable to services performed during 2009 (including any imputed earningsor interest on those deferrals), if any, is includible in the Participant’sincome for 2009 pursuant to Section 457A and shall be paid to theParticipant on or before December 31, 2009.

 

5.7.3  Theportion of a Participant’s Deferred Account comprised of Participant deferralsattributable to services performed after 2009 (including any imputed earningsor interest on those deferrals), if any, shall be paid to the Participant tothe extent that, and during the Participant’s taxable year in which, suchamount is includible in the Participant’s income pursuant to Section 457A.

 

5.7.4  Thechanges in the time of payment made pursuant to this Section 5.7 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 5.7 will not betreated as an impermissible acceleration under Internal Revenue Code Section 409A.

 

6.                                       Miscellaneous.

 

6.1                                 Assignability. A Participant’s rights and interests under the Plan may not be assignedor transferred except in the event of the Participant’s death, as described in Section 5.5,or in the case of a domestic relations order, as described in Section 5.6.

 

6.2                                 Taxes.  The Companyshall deduct from all payments made under this Plan all applicable federal orstate taxes required by law to be withheld.

 

6.3                                 Form of Communication. Deferral Elections and Distribution Elections shall be made as providedin Sections 4.1 through 4.5.  Beneficiarydesignations shall be made as provided in Section 5.5.  Any other application, claim, notice, orother communication required or permitted to be made by a Participant to theBoard or the Company shall be made in writing and in such form as the Board orCompany may prescribe.  Suchcommunication shall be effective upon receipt by the Company’s corporatesecretary at 1111 West Jefferson Street, PO Box 50, Boise, Idaho83728.

 

6.4                                 Service Providers. The Company may, in its sole discretion, retain one or more independententities to provide services to the Company in connection with the operationand administration of the Plan.  Exceptas specifically delegated or assigned to any such entity in writing, the Boardshall retain all discretionary authority under this Plan.  No Participant or other person shall be athird party beneficiary with respect to, or have any rights or recourse under,any contractual arrangement between

 

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the Board, the Company or the Company’s subsidiary or affiliate and anysuch service provider.

 

7.                                       Amendment and Termination. The Board may, at its sole discretion, amend or terminate the Plan atany time, provided that the amendment or termination shall not adversely affectthe vested or accrued rights or benefits of any Participant without theParticipant’s prior consent.

 

8.                                       Unsecured General Creditor. Participants and their beneficiaries, heirs, successors, and assignsshall have no legal or equitable rights, interest, or claims in any property orassets of the Company.  The assets of theCompany shall not be held under any trust for the benefit of Participants,their beneficiaries, heirs, successors, or assigns, or held in any way ascollateral security for the fulfilling of the obligations of the Company underthis Plan.  Any and all Company assetsshall be, and remain, the general, unpledged, unrestricted assets of theCompany.  The Company’s obligation underthe Plan shall be an unfunded and unsecured promise of the Company to pay moneyin the future.

 

9.                                       Claims Procedure.  Claims for benefits under the Plan shall befiled in writing, within 90 days after the event giving rise to a claim, withthe Company’s corporate secretary, who shall forward such claims to BoiseCascade, L.L.C.’s seniorhuman resources officer.  The senior human resources officer shall have discretion to interpret and apply thePlan, evaluate the facts and circumstances, and make a determination withrespect to the claim in the name and on behalf of the Board.  The claim shall include a statement of allfacts the claimant believes relevant to the claim and copies of all documents,materials, or other evidence that the claimant believes relevant to theclaim.  Written notice of the dispositionof a claim shall be furnished to the claimant within 90 days after theapplication is filed.  This 90-day periodmay be extended an additional 90 days by the senior human resourcesofficer, in his or her sole discretion, byproviding written notice of the extension to the claimant prior to theexpiration of the original 90-day period.

 

10.                                 Claims ReviewProcedure.  Any claimantwho has been denied a benefit claim shall be entitled, upon written request tothe Board, to a review of the denied claim. A request for review, together with a written statement of the claimant’sposition and any other comments, documents, records or information that theclaimant believes relevant to his or her claim, shall be filed with the Boardno later than 60 days after receipt of the written notification providedpursuant to Section 9.  The Boardshall make its decision, in writing, within 60 days after receipt of theclaimant’s request for review.  This60-day period may be extended an additional 60 days if the Board provideswritten notice of the extension to the claimant prior to the expiration of theoriginal 60-day period.  The writtendecision shall be final and binding on all parties.

 

11.                                 Lawsuits, Jurisdiction, and Venue. No lawsuit claiming entitlement to benefits under this Plan may be filedprior to exhausting the claims and claims review procedures described inSections 9 and 10.  Any such lawsuit mustbe initiated no later

 

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than the earlier of (a) one year after the event(s) givingrise to the claim occurred or (b) 60 days after a final written decisionwas provided to the claimant under Section 10.  Any legal action involving benefits claimedor legal obligations relating to or arising under this Plan may be filed onlyin Federal District Court in the city of Boise, Idaho.  Federal law shall be applied in theinterpretation and application of this Plan and the resolution of any legalaction.  To the extent not preempted byfederal law, the laws of the state of Delaware shall apply.

 

12.                                 Effective Date of Plan. This Plan shall become effective as of January 1, 2006.

 

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# EXHIBIT A

#  

INVESTMENT ACCOUNTS

 

Stable Value Account.  DeferredAccounts allocated to this account shall be credited with imputed interestaccording to the regular method and rate established for the Stable ValueAccount under the Boise Cascade, L.L.C. Deferred Compensation Plan or anysuccessor to that plan (the “Employee Plan”), without taking into account anychanges to that method or rate caused by an event other than amendment of theEmployee Plan (e.g., reduction in the rate due to a participant’s terminationof employment or other event, such as a change in control).  If at any time the Employee Plan ceases tohave an investment account designated as a Stable Value Account, the Boardshall designate the method and rate for calculating imputed interest under thisaccount.

 

*Note: *As of October 31, 2006, the interestcrediting rate under the Stable Value Account of the Employee Plan is Moody’stimes 130%.  The Company shall informParticipants if the rate under the Employee Plan changes at any time.

 

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**APPENDIX A**

## **Boise Cascade Holdings, L.L.C.**

## **Form ofDeferral Election Form**

 

This form constitutes myelection to participate in the Boise Cascade Holdings, L.L.C. DirectorsDeferred Compensation Plan, subject to the provisions of that plan.  I agree that my request to defer cashcompensation into the plan is irrevocable by me for compensation to be earnedin 200    , except as provided in the plan.

 

I wish to receive my cashcompensation (retainer and meeting fees) as follows:

 
| ** **                                | ** ** | **200     ELECTIONS**                                                              | ** ** | **NEW  200     ELECTIONS**                                                         | ** ** |
|-------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------|------------|
| Director  Deferred Compensation Plan***** |       |                                                                                                   | %          |                                                                                                   | %          |
| Cash                                      |       |                   | %          |                   | %          |
|                                      | ** ** | **100**                                                                                                | **%**      | **100**                                                                                                | **%**      |

 

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*****Boise Cascade believes, but does notguarantee, that a deferral election made under the terms of the plan iseffective to defer the receipt of taxable income.  You are advised to consult with your attorneyor accountant regarding the federal and state tax law implications of thisdeferral.

 
| Signed: |   |
|---------|--------|
|    |   |   |
| Date:   |   |   | Printed Name: |   |
|         |        |  |  |  |  |

*** ***

***Thisform must be returned before December 31, 200    ,to:***

 

Karen E. Gowland

Corporate Secretary

Boise Cascade Holdings, L.L.C.

P.O. Box 50

Boise, ID 83728

FAX:  208/384-4961

 

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**Boise Cascade Holdings, L.L.C.**

## **Form ofDistribution Election Form**

## ** **

THIS DISTRIBUTIONELECTION applies to my Deferred Account balance under the Boise CascadeHoldings, L.L.C. Directors Deferred Compensation Plan (the “Plan”), which isincorporated into this Agreement.  Iunderstand that this election is irrevocable except as provided in the Plan.

 

I elect thefollowing **form of distribution** of my DeferredAccount balance:

 

oLump-sumpayment.

 

oAnnualinstallment payments (in approximately equal amounts) over a period of (chooseone of the following):

 

o2years                              o3years

 

I elect thefollowing **distribution beginning date**:

 

oJanuary 1of the year following Termination.

 

oThelater of age 55 or Termination.

 

oThelater of age 65 or Termination.

 

oThelater of age 70 or Termination.

 

If I die *before*distributions from the Plan begin, the Company willpay my designated beneficiary the Deferred Account balance as:

 

oLump-sumpayment.

 

oAnnualinstallment payments (in approximately equal amounts) over a period of (chooseone of the following):

 

o2years                              o3years

 

If I choose installmentpayments and I die *after*installmentpayments have begun, the Company will pay my designated beneficiary:

 

oLumpsum of the remaining Deferred Account balance.

 

oTheremaining installment payments.

 
| Signed: |   |
|---------|--------|
|    |   |   |
| Date:   |   |   | Printed Name: |   |
|         |        |  |  |  |  |

 

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