**EXHIBIT 10.32**

 

## ***BOISE CASCADE, L.L.C.***

## *** ***

## ***2010CASH LONG-TERM INCENTIVE PLAN***

 

 

# **Effective January 1, 2010**

 

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**BOISECASCADE, L.L.C.**

**2010 CASHLONG-TERM INCENTIVE PLAN**

 

**1.****                                     ****Purpose of the Plan.**

 

The purpose of the Boise Cascade, L.L.C. 2010 Cash Long-Term IncentivePlan (the “Plan”) is to assist BoiseCascade, L.L.C. (the “Company”)in attracting, motivating, rewarding and retaining designated officers andother key management talent of the Company by providing them with additionallong term cash incentives. The purpose of the Plan will be achieved by thegrant of Awards, as defined below.

 

**2.****                                     ****Definitions.**

 

(a)                                  “Award” means a right to receive a cash payment, contingent on (i) theachievement of certain Performance Goals over the Award Term, and the Committee’sassessment of the performance of the Company and/or the Award Recipient overthe Award Term, in each case as determined by the Committee in its solediscretion (performance-vesting), and/or (ii) the passage of time(time-vesting).

 

(b)                                 “AwardAgreement” means the document issued to the Award Recipient evidencing thegrant of an Award and stating the terms and conditions of the Award and otherprovisions deemed necessary or desirable by the Committee which do not conflictwith the terms of this Plan.  AwardAgreements may be written or electronic and may require acceptance by the AwardRecipient, as determined by the Committee.

 

(c)                                  “AwardRecipient” means an employee of the Company or a subsidiary who is eligible toreceive an Award pursuant to Section 3, who receives an Award Agreement,and who, if applicable, accepts the Award Agreement.

 

(d)                                 “Award Term”means the period of time established by the Committee and indicated in theAward Agreement.  Award Terms may be ofvarying and overlapping durations.

 

(e)                                  “Board” meansthe Board of Directors of Boise Cascade Holdings, L.L.C., the Company’s parentcompany.

 

(f)                                    A “Change inControl” shall be deemed to have occurred if:

 

(i)                                     MadisonDearborn Partners, LLC’s direct or indirect ownership of (or control of votingpower with respect to) the Parent Company is reduced to 50% or less of the thenoutstanding common equity units which have the power to vote in an election ofthe Parent Company’s Board of Directors, or any person not affiliated withMadison Dearborn Partners, LLC acquires 50% or more of the Company’s equityunits entitled to vote for election of the Company’s Board of Managers, whetherby direct ownership or through contracts or agreements which confer the powerto vote such equity units on the non-affiliated party; or

 

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(ii)                                  Thestockholders of the Parent Company or of the Company approve a plan of completeliquidation or dissolution of the Parent Company or the Company, as the casemay be, or the consummation of an agreement for the sale or disposition by theCompany of all or substantially all of the Company’s assets, other than a saleor disposition by the Company of all or substantially all of the Company’sassets to an entity more than 50% of the combined voting power of which isowned or controlled by Madison Dearborn Partners, LLC.

 

Notwithstanding the foregoing, a “Change in Control” shall not bedeemed to have occurred if the event is an initial public offering of thesecurities of the Company, Boise Cascade Holdings, L.L.C., or Forest ProductsHoldings, L.L.C.

 

(g)                                 “Committee”means the Compensation Committee of the Board.

 

(h)                                 “Parent Company”means Boise Cascade Holdings, L.L.C., which is the holder of 100% of theCompany’s outstanding equity securities.

 

(i)                                     “PerformanceGoals” means the goals established by the Committee in its sole discretion thatapply to a performance-vesting Award. The performance goals may include or bebased upon any one or more of several criteria, such as, but not limited to, sales;gross revenue; gross margins; earnings before interest and taxes (EBIT); earningsbefore interest, taxes, depreciation and amortization (EBITDA); internal rateof return; return on capital; revenue growth; return on equity; increase in netafter-tax earnings per share; increase in operating pre-tax earnings, operatingprofit or improvements in operating profit; improvements in certain asset orfinancial measures (including working capital and the ratio of revenues toworking capital); credit quality; expense ratios; pre-tax earnings orvariations of income criteria in varying time periods; economic value added;total return to shareholders; cash flow; safety; or general comparisons withother peer companies or industry groups or classifications with regard to oneor more of these criteria.  ThePerformance Goals may be measured with respect to the Company alone on anabsolute basis, on a relative or comparative basis with such peer companies orindex as the Committee may select, or in such combination thereof as may bedetermined by the Committee.  PerformanceGoals may be based on the performance of the Company as a whole, or on theperformance of a specified business unit or subsidiary, or on the performanceof a group of subsidiaries, divisions or business units.  Performance Goals may be measured on acumulative basis, or in the alternative on an annual, quarterly or otherperiodic basis, or in the form of a matrix combining various Performance Goalsand weighting them in any manner that the Committee may determine.  The Committee may establish differentPerformance Goals for individual Award Recipients or groups of AwardRecipients.

 

(j)                                     “Retirement”(or “Retires”) means an Award Recipient’s termination of employment after attainingage 62 and completing at least 10 years of employment with the Company and itspredecessors, or after age 65 regardless of length of employment.

 

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(k)                                  “Vesting Date”means the date or dates specified in an Award Agreement as of which all or partof the Award may vest and become payable.

 

**3.****                                     ****Eligibility.**

 

Eligibility under the Plan shall be limited to officers and other key managementemployees of the Company identified by the Committee in its sole discretion.  An individual’s eligibility for an Award atany time shall not indicate or require that the individual will be eligible forany future Award.  No person shall haveany claim to be granted any Award under this Plan.

 

**4.****                                     ****Administration.**

 

(a)                                  **General**.  The Committee shall have the sole discretion,responsibility and authority to administer and interpret the Plan and adopt rules itdeems necessary to administer the Plan. This includes the discretion and authority to determine all questions offact, eligibility, or benefits relating to the Plan, to determine eligibilityfor and level of participation in this Plan, to determine the terms andconditions applicable to Awards, and to take all other actions necessary orappropriate to administer the plan.  TheCommittee’s responsibilities for administration and interpretation of the Planshall be exercised by the Committee or by Company employees who have beenassigned those responsibilities by the Company’s management.  Any Company employee exercisingresponsibilities related to the Plan in accordance with this section shall bedeemed to have been delegated the discretionary authority vested in theCommittee with respect to those responsibilities unless limited in writing bythe Committee, except that Company employees may not select Award Recipients,grant Awards, or determine the terms and conditions applicable to AwardRecipients unless specifically authorized by the Committee to do so byresolution or other acceptable evidence of authority.  The Committee’s or its delegate’sadministration of the Plan, including all interpretations, selections,determinations, approvals, decisions, and other actions, shall be final andbinding on the Company and all Award Recipients and their respectivebeneficiaries.

 

(b)                                 **Termsand Conditions of Awards**.  TheCommittee shall have final discretion, responsibility and authority to:

 

·                  Grant Awards;

·                  Determine theAward Recipients to whom and the times at which Awards shall be granted;

·                  Determine thetype and number of Awards to be granted;

·                  Establish andadminister Performance Goals relating to an Award;

·                  Establishtime-vesting requirements applicable to an Award;

·                  Establish therights of Award Recipients with respect to an Award upon termination ofemployment;

·                  Determinewhether, to what extent, and under what circumstances and Award may besettlement, cancelled, forfeited, exchanged, or surrendered;

·                  Determine allterms and provisions of Award Agreements; and

 

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·                  Resolveconclusively any question or ambiguity arising with respect to the vesting ofAwards.

 

TheCommittee may solicit recommendations from Company management with respect toany or all of the items listed above. The terms and conditions of each Award shall be established at the timeof grant.  Different terms and conditionsmay apply for different Awards, different Award Recipients, or the same AwardRecipient for each Award granted to the Award Recipient, whether or not grantedat different times.  There is noobligation to treat Award Recipients uniformly.

 

**5.****                                     ****Awards.**

 

(a)                                  **Target Award.* ***With respect to each Award granted under this Plan,the Committee shall establish for each Award Recipient a target award(the “Target Award”).  The Target Award may be a fixed cash amount orexpressed as a percentage of annual base salary.  The Award may be a Performance-Based Award, aTime-Based Award, or a Combination Award, as follows.

 

(i)                                     Performance-BasedAwards.  Performance Goals shall beestablished in writing by the Committee no later than 90 days after thecommencement of the Award Term.  TheCommittee shall establish a mathematical formula pursuant to which the amountof the Award will be calculated based on the attainment of specific levels ofthe applicable Performance Goals.  Theactual amount paid under the Award, if any, may be more or less than the TargetAward.

 

(ii)                                  Time-Based Awards.  The Award will vest on the Vesting Date(s) establishedby the Committee.  No Performance Goalsapply and the actual amount paid under the Award will be the Target Award,subject to the Award Recipient’s satisfaction of continued employmentrequirements.

 

(iii)                               Combination Awards.  The Committee will establish both PerformanceGoals pursuant to subsection (i) above and Vesting Date(s) pursuantto subsection (ii) above.  Theamount payable under the Award will be determined by the attainment of thePerformance Goals.  The actual amountpayable under the Award, if any, may be more or less than the TargetAward.  The Award will vest based on theVesting Date(s), subject to the Award Recipient’s satisfaction of continuedemployment requirements.

 

(b)                                 **Adjustments to Performance-Based Awards due to Unforeseen Circumstances.**  In order to avoid any undue windfall orhardship due to external causes, the Committee in its sole discretion may (i) adjustPerformance Goals to recognize unusual or nonrecurring events affecting theCompany or its financial statements or changes in applicable laws, regulations,or accounting standards or principles, or (ii) determine whetherPerformance Goals have been met without regard to the effect of any changes in applicablelaws, regulations, or accounting standards or principles, any change in theoutstanding capital stock, any acquisition or disposition by 

 

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theCompany or a peer company not planned for at the time the Performance Goalswere established, or any other unusual or nonrecurring event that wouldotherwise impact the Company’s or a peer company’s reported financialperformance.

 

(c)                                  **Award Agreements.**  AwardAgreements shall be issued as soon as practical following the Committee’sdetermination of the terms and conditions of Awards, including theestablishment of Performance Goals, if applicable.

 

(d)                                 **Payment of Awards. **After theconclusion of the Award Term or at any other time or times specified in the AwardAgreement, the Committee shall determine the amount payable with respect to theAward, based upon the extent to which any applicable Performance Goals wereachieved and any other terms and conditions of the Award.  Payment of amounts payable with respect toAwards under this Plan shall be made solely in cash within 90 days followingthe applicable Vesting Date, but in no event later than the 15th day of the third month following the end ofthe year in which the Vesting Date occurs.

 

**6.****                                     ****Termination of Employment.**

 

(a)                                  **Death, Disability or Retirement**. If an Award Recipient’semployment with the Company terminates during an Award Term as a result ofdeath or total disability (as determined by the Committee in its solediscretion) or Retirement, the Award Recipient (or his or her estate,representatives, heirs or beneficiaries, as applicable, in the case of death)shall be entitled to a pro rata portion of any payout that thereafter becomesdue under the outstanding Award(s) unless the Committee determines otherwise.  If there is a single Vesting Date for anAward, the pro rata calculation shall be based on the number of full monthselapsed in the Award Term prior to the Award Recipient’s death, disability orRetirement, compared to the full number of months in the Award Term.  If there are multiple Vesting Dates within anAward, the pro rata calculation shall be performed as specified in the AwardAgreement.

 

(b)                                 **Other Termination**. If an Award Recipient’s employment with theCompany terminates during an Award Term other than by reason of death,disability or Retirement as provided in thisSection 6, then, unless the Committee determines otherwise, alloutstanding unvested Awards to that Award Recipient shall be deemed forfeited,shall automatically be canceled and shall have no further force or effect.

 

(c)                                  **Change of Control**. Notwithstanding the provisions of Section 5or this Section 6, unless provided otherwise in the Award Agreement, thefollowing provisions shall apply in the event of a Change in Control during anAward Term.

 

(i)                                     Upon a Change in Control,unless a Replacement Award (as defined below) is provided to the AwardRecipient, the following will occur.  (A) With respect to outstanding performance-vesting or combination Awards for whichthe applicable Performance Period has ended and outstanding time-vesting Awardswhich were granted in a year prior to the year in which the Change in Controloccurs, the Awards will vest and amounts which would otherwise have beenpayable at future

 

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VestingDates and amounts payable with respect to a Vesting Date occurring prior to theChange in Control will become payable immediately.  (B)  With respect to outstanding performance-vestingor combination Awards for which the applicable Performance Period has not endedand outstanding time-vesting Awards granted in the year in which the Change inControl occurs, the Performance Goals applicable to each outstanding Awardshall be deemed to have been satisfied as of the date of the Change of Controlto yield a payout of 100% of the target Award amount, the Award will vest infull, and the amount payable under the Award will be the target amount of the fullAward, prorated for the portion of the year elapsed prior to the Change inControl.  Payment shall occur within 10days following the Change in Control.

 

(ii)                                  A Replacement Award is anAward granted at the time of a Change in Control by the Company or a successoremployer to an Award Recipient which has a value at least equal to the value ofthe outstanding Award being replaced (the Replaced Award) and with respect towhich the terms and conditions are not less favorable to the Participant thanthe terms and conditions of the Replaced Award, including provisions that applyin the event of a subsequent Change in Control. A Replacement Award must provide for payment to an Award Recipient whois involuntarily terminated other than for disciplinary reasons (as defined insubsection (iii) below) before the Award is paid in full.  The payment amount must be not less than theamount which would otherwise have been paid under the Replaced Award had theAward Recipient remained employed through all applicable Vesting Dates and mustbe made by the later of 60 days following the end of the applicable PerformancePeriod or 10 days following the date of termination of employment.  A Replacement Award may take the form of acontinuation of the Replaced Award as long as the requirements of thissubsection (ii) are satisfied.  Thedetermination of whether an Award qualifies as a Replacement Award shall bemade by the Board, as constituted immediately prior to the Change in Control,in its sole discretion.

 

(iii)                               For purposes of subsection (ii) above,a termination of employment that occurs within three years following a Changein Control and within three months following the initial existence of any ofthe following conditions without the Award Recipient’s written consent shall beconsidered “involuntary”:  a materialreduction in the Award Recipient’s base compensation; a material reduction inthe Award Recipient’s authority, duties, or responsibilities; or a materialchange in the geographic location at which the Award Recipient must provideservices.  The Award Recipient mustprovide written notice to the Company (or its successor) within 30 days of theinitial existence of the condition, and the Company (or its successor) shallhave 30 days following receipt of notice to remedy the condition.  If the Award Recipient terminates employmentprior to giving notice or prior to the expiration of the Company’s (or itssuccessor’s) 30-day cure period, this subsection (iii) shall not apply.

 

(iv)                              Any Award Recipient whoseemployment is involuntarily terminated for any reason other than disciplinaryreasons (as that term is used in the Company’s Policy 10.2) within three monthsprior to the date of a Change in Control, shall be treated, solely for purposesof this Plan, as continuing in the employment of the

 

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Companyuntil the date of the Change in Control and terminating employment immediatelythereafter.

 

(v)                                 Notwithstanding Section 9,upon a Change in Control, this Plan may not be amended in any manner that wouldreduce or alter the rights of an Award Recipient to any benefit under this Planwithout the consent of each affected Award Recipient for three years followingthe Change in Control but may be so amended thereafter.

 

**7.****                                     ****Tax Withholding.**

 

The Company shall deduct from any payments made under any Award allfederal, state, or local taxes required by law to be withheld.

 

**8.****                                     ****Governing Law.**

 

To the extent not governed by federal law, the Plan, including anyAward Agreement, shall be construed according to the laws of the State of Idaho,excluding any conflicts or choice of law rule or principle that mightotherwise refer construction or interpretation to the substantive law ofanother jurisdiction.

 

**9.**                                      **Plan Amendment and Termination.**

 

The Committee may, in its sole discretion, amend orterminate the Plan at any time, with or without advance notice to AwardRecipients, provided that the Committee may not amend or terminate the Plan ina manner that adversely affects the right of any Award Recipient with respectto any Award granted prior to the date of amendment or termination without theAward Recipient’s prior written consent unless the amendment is necessary tocomply with Section 409A or Section 457A of the Internal Revenue Code.

 

**10.****                              ****Sections 409Aand 457A of the Code.**

 

To the extent applicable, notwithstanding anything herein to thecontrary, the Plan shall be interpreted in accordance with Sections 409Aand 457A of the Internal Revenue Code of 1986, as amended (the “Code”), and Department of Treasuryregulations and other interpretative guidance issued thereunder, includingwithout limitation any such regulations or other guidance that may be issuedafter the effective date of the Plan. Notwithstanding any provision of the Planto the contrary, if the Committee determines that any amounts payable hereunderwill be taxable to an Award Recipient under Section 409A or 457A of theCode, prior to payment to such Award Recipient, the Committee may: (a) adoptamendments to the Plan, and any Award Agreement, and appropriate policies andprocedures, including amendments and policies with retroactive effect, topreserve the intended tax treatment of the benefits provided by the Plan andAward Agreement(s), and/or (b) take such other actions as the Committee determinesnecessary or appropriate to avoid or limit the imposition of an 

 

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additionaltax under Section 409A or 457A of the Code.  Alternatively, the Committee may pay out suchAward in whole or in part (such partial payment being the amount the Committeereasonably anticipates will enable the Award Recipient to satisfy the taxes dueby reason of the application of Section 457A to the Award) at the time itbecomes taxable under Section 457A, if the Committee in its solediscretion deems it advisable to do so.

 

**11.****                              ****Claims andAppeals Procedures.**

 

(a)                                  **ClaimsProcedures. **Disputes orclaims regarding benefits or other issues arising under the Plan shall be filedin writing with the Company’s Vice President, Human Resources within60 days after the event giving rise to the dispute, claim, orgrievance.  The claim shall state allfacts and include copies of all documents, materials, or other evidence thatthe Award Recipient believes are relevant to the claim.  The Vice President shall have absolutediscretion to interpret and apply the Plan, evaluate the facts andcircumstances, and make a determination with respect to the dispute, claim, orgrievance in the name and on behalf of the Company.  A written decision shall be furnished to theclaimant within 60 days (45 days if the claim relates to disability) afterthe claim is received.  The VicePresident in his or her sole discretion may extend this 60-day period anadditional 60 days by notifying the claimant in writing of the extensionbefore the original 60-day period expires (or, for disability claims, mayextend the 45-day period an additional 30 days if a decision cannot be made forreasons beyond the Plan’s control).  Ifthe claim is denied, the notice of denial shall include the specific reasonsfor the denial, pertinent provisions of the Plan, and where appropriate, anexplanation as to how the claimant may perfect the claim or submit the claimfor review.

 

(b)                                 **ClaimsReview Procedure.**  Any AwardRecipient or beneficiary who has been denied a benefit claim shall be entitled,upon written request, to a review of his or her claim.  The request for review, together with awritten statement of the claimant’s position, shall be filed with the Company’sVice President, Human Resources within 60 days after receiving the initialnotice of denial.  The Vice Presidentwill promptly inform the Company’s chief executive officer.  The written decision of the chief executiveofficer shall be furnished to the claimant within 60 days after the VicePresident receives the appeal (or 45 days for disability claims).  The chief executive officer in his or hersole discretion may extend this 60-day period an additional 60 days bynotifying the claimant in writing of the extension before the original 60-dayperiod expires (except that no extension is available for disability claims).  The written decision will state the facts andplan provisions upon which the decision is based and is final and binding onall parties.

 

(c)                                  **Lawsuits;Venue.**  No lawsuit claiming entitlementto benefits under this Plan may be filed prior to exhausting the claims andclaims review procedures described in this Section 11.  Any lawsuit must be initiated no later than (i) oneyear after the event(s) giving rise to the claim occurred, or (ii) 60 daysafter a final written decision was provided to the claimant under Section 11(b),whichever is sooner.  Any lawsuit orlegal action by any party, person, or entity regarding this Plan, benefitsunder

 

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thisPlan, or any related issue may be brought only in State or Federal court in Boise, Idaho.

 

**12.****                              ****General Provisions.**

 

(a)                                  **No Right to Continued Employment.**The Plan is not intended toand does not in any manner create a contract of employment between the Companyand the Award Recipient.  Employment withthe Company is at will, which means that either the employee or the Company mayend the employment relationship at any time and for any reason.  Neither the establishment of the Plan nor thegranting of any Award hereunder nor any action of the Company or the Committeein respect of the Plan or any Award Agreement, including the establishment of amulti-year Award Term, shall be held or construed as giving the Award Recipientany right to be retained by the Company for any length of time or as changingthe at-will relationship between the Award Recipient and the Company.

 

(b)                                 **No Funding of Plan.**The Company shall not berequired to fund or otherwise segregate assets, which may at any time bedelivered to Award Recipients under the Plan. The Plan shall constitute an “unfunded”plan of the Company. The Company shall not, by any provisions of the Plan, bedeemed to be a trustee of any property, and any Award Recipient or former AwardRecipient shall have the status of a general unsecured creditor of the Company.

 

(c)                                  **Notice to Company.**  Anynotice required or permitted to be given under the Plan to the Company shall besufficient if in writing and delivered by an overnight delivery service or byregistered or certified U.S. mail to the Company at the following address:

 

Vice President, Human Resources

Boise Cascade, L.L.C.

1111 West Jefferson St., Suite 300

PO Box 50

Boise, ID  83728-0050

 

Such notice shall be deemed given as of the date of delivery ifdelivery is made via an overnight delivery service, or, if delivery is made byregistered or certified U.S. mail as of the date shown on the receipt forregistration or certification.

 

(d)                                 **Notice to Award Recipient.**  Any notice required or permitted to be givenunder the Plan to the Award Recipient shall be sufficient if in writing anddelivered by registered or certified mail to the Award Recipient’s principalresidence as currently reflected in the Company’s personnel records.  Such notice shall be deemed given as of thedate of delivery if delivery is made via an overnight delivery service, or, ifdelivery is made by registered or certified U.S. mail as of the date shown on thereceipt for registration or certification.

 

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(e)                                  **Non-Assignable and Non-Transferable.**  The Award Recipient shall not have anyvoluntary or involuntary right to commute, sell, assign, pledge, anticipate,mortgage, or otherwise encumber, transfer, hypothecate, or convey in advance ofactual receipt the amounts, if any, payable hereunder or any part thereof,which are expressly declared to be unassignable and non-transferable, except bywill or by the laws of descent and distribution.

 

(f)                                    **Severability.  **If anyprovision of the Plan is held unenforceable, the remainder of the Plan shallcontinue in full force and effect and shall be applied as though theunenforceable provision were not contained in the Plan.

 

(g)                                 **LegalAgent.**  The contact for legal mattersconcerning the Plan is the Company’s General Counsel, who may be contacted asfollows:

 
| By  mail:      | General  Counsel       |
|----------------|------------------------|
|           | Boise  Cascade, L.L.C. |
|           | P.O. Box  50      |
|           | Boise,  ID 83728-0050  |
|           |                   |
| By  telephone: | 208-384-4918           |
| By  fax:       | 208-384-6566           |
|                |                        |  |

 

(h)                                 **Administration.**  The contact for general administrative issuesconcerning the Plan is the Company’s Vice President, Human Resources, who maybe contacted as follows:

 
| By  mail:      | Vice  President, Human Resources |
|----------------|----------------------------------|
|           | Boise  Cascade, L.L.C.           |
|           | P.O. Box  50                |
|           | Boise,  ID  83728-0050      |
|           |                             |
| By  telephone: | 208-384-6451                     |
| By  fax:       | 208-331-5757                     |
|                |                                  |  |

 

(i)                                     **EffectiveDate.**  The effective date of the Planis January 1, 2010.

 

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