Prepared by MerrillDirect





Exhibit
10.1


PW
EAGLE, INC.


Employment
Agreement

with

N. Michael Stickel


             THIS EMPLOYMENT AGREEMENT is
executed effective on the 12th day of February, 2001, between N.
Michael Stickel (the “Employee”)
and PW Eagle, Inc. (the “Eagle”),
having its corporate headquarters at 222 South Ninth Street, Suite 2880,
Minneapolis, MN  55402.


WITNESSETH:


             WHEREAS, Eagle desires to engage
the services of the Employee as Senior Vice President – Sales and Marketing of
Eagle and to assure the continued service of the Employee to Eagle on the terms
and conditions set forth below.


             NOW, THEREFORE, in consideration of
the premises and mutual agreements hereinafter contained, the parties agree as
follows:


1.          TERM
OF EMPLOYMENT


             The term of this Agreement and
Employee’s employment under this Agreement shall begin on February 12, 2001,
and continue until February 11, 2004. 
At the expiration of the initial term of this Agreement, the Agreement
shall automatically be renewed for a period of one year with any amendments as
agreed to by the parties, provided that either party may terminate this
Agreement at the expiration of the initial term by giving written notice to the
other party no later than six months prior to the expiration of the initial
term of the Agreement.


2.          DUTIES


             Employee is engaged to serve as
Senior Vice President – Sales and Marketing of Eagle.  He shall perform such duties and functions commensurate with his
position and as directed by Eagle. 
During the term of this Agreement, Employee shall devote all of the time,
skills, attention, and energy necessary for the performance of his duties and
shall not be employed by any other entity without the expressed written
permission of the Chief Executive Officer of Eagle.





3.          COMPENSATION



   a.          Base Salary.



             As full compensation for the
performance by the Employee of all of his obligations under this Agreement, the
Employee shall be entitled to receive no less than an annual base salary of
$200,000 payable periodically on the payroll schedule established for Eagle
employees.  Base salary shall be
reviewed as of December 31 each year commencing with December 31, 2001, and
based on the performance of the Employee, the business conditions of Eagle and
the competitive market, Eagle shall determine the amount, if any, of any increase
in base salary to be granted as of such dates.



             b.          Annual
Bonus.


             Employee shall be entitled to
participate in the Company’s Senior Management Performance Bonus Plan.



             c.          Stock
Options and Restricted Stock.


             As of the date hereof, in further
consideration of the Employee’s employment hereunder, the Employee acknowledges
that:



             (i)          the
Employee has purchased 15,000 shares of Common Stock of Eagle, a portion of the
purchase price for which Eagle loaned to the Employee subject to the terms of a
Promissory Note of even date herewith executed in favor of Eagle;



             (ii)         Eagle has granted the Employee 25,000 shares of restricted
Common Stock of Eagle, subject to the terms of a Restricted Stock Agreement of
even date herewith between the Employee and Eagle; and



             (iii)        Eagle has granted the Employee an incentive stock option to
acquire 85,000 shares of Eagle’s Common Stock at an exercise price equal to the
fair market value for such Common Stock as of the date hereof, subject to the
terms of a Incentive Stock Option Agreement between the Employee and Eagle.



4.          VACATION
AND WELFARE BENEFITS


             The Employee shall be entitled to
all vacation, health/medical, life insurance, savings, and any other plans
which are established for the benefit of Eagle employees.  The Employee shall be entitled to such
participation as long as he remains in the employ of Eagle or for any period
for which he is entitled to continue participation beyond the term of his
employment as may be specified elsewhere in this Agreement.  Eagle reserves the right to establish,
modify, or determine the terms and conditions of any such welfare plans at its
own discretion.


5.          TERMINATION
OF THE EMPLOYEE’S EMPLOYMENT BY EAGLE


             a.          During
the Life of this Agreement.


             If the Employee’s employment is
terminated by Eagle prior to the expiration of this Agreement for any reason
other than for cause (as hereinafter defined) or under such circumstances as
would constitute a breach of this Agreement by the Employee, Eagle shall pay to
the Employee, in lieu of continued employment under this Agreement or in lieu
of any other policy or program maintained by Eagle, an amount equal to his base
salary for the balance of the initial term of the Agreement remaining at the
time of such termination, provided that such payment shall be for a minimum of
twelve months of his base salary at the time of such termination.  Eagle may make any such payment that arises
from this Section on a pay schedule established by Eagle for other executives.  During periods of any such continuing payments,
welfare benefits provided to the Employee under this Agreement shall continue.





             b.          Upon
the Expiration of this Agreement.


             Should Eagle elect not to renew
this Agreement upon its expiration, and such election is not as a result of
cause (as hereinafter defined) or breach of this Agreement on the part of the
Employee, and if Eagle no longer wishes to employ the Employee in his position,
Eagle shall pay the Employee an amount equal to twelve months of his base
salary at the time of expiration of this Agreement and such payment shall be
made, at the Employee’s option, either in a lump-sum as soon as is practicable
following the expiration date of this Agreement or in continuing payments on
the pay schedule established by Eagle for executives and welfare benefits as
provided to the Employee in this Agreement shall continue for the duration of
such payments.


             c.          Termination
for Cause, Resignation or Retirement.


             If the Employee’s employment
terminates at any time for cause or his resignation or retirement, the Employee
shall forfeit the right to any severance payments hereunder.  For purposes of this subsection, “cause”
shall include larceny or theft of property of Eagle or any affiliated company
or Eagle; revealing trade secrets of Eagle, any affiliated company, or Eagle to
anyone except as expressly authorized by Eagle in the performance or the
Employee duties or as required by law; willful dishonesty, gross misconduct, or
fraud toward Eagle, or any affiliated company or conviction of a felony
involving moral turpitude.


             d.          Severance.


             (i)             Anything
contained herein to the contrary notwithstanding, Eagle’s obligation to the
Employee to make severance payments under this Agreement shall cease upon the
termination of the Employee’s employment with Eagle for reason of retirement by
the Employee, his death, his disability for a period exceeding six (6) months,
or under any other circumstances as would constitute a breach of this Agreement
by the Employee, including, but not limited to, his resignation from his employment.



             (ii)         Any payment of severance payments provided herein may, at
Eagle’s discretion, be conditioned upon the execution of a release by the
Employee of all claims against Eagle arising out of his employment and the
termination thereof.






6.          CONFIDENTIAL
INFORMATION AND NON-COMPETITION


             a.          The
Employee acknowledges the importance of Eagle’s arrangements with its
employees, suppliers, and customers and he further acknowledges that the nature
of these arrangements and other information concerning the business processes,
formulas, programs, methods, techniques, policies, and practices of Eagle are
trade secrets and constitute valuable assets of Eagle.  Therefore:


             (i)          The
Employee shall not disclose or furnish to anyone, either directly or
indirectly, either during his employment under this Agreement or at any time
after his employment, any such trade secret of Eagle or any other company
controlling, controlled by, or under common control with Eagle that comes into
his possession during the course of his employment.



             (ii)         To the extent that the Employee has knowledge of such trade
secrets or any other information concerning Eagle which has not been disclosed
to the public by Eagle and is material under applicable securities laws, the
Employee acknowledges and agrees that the effect of the applicable securities
laws prohibit the Employee from trading in Eagle’s stock unless and until Eagle
voluntarily discloses such material information to the general public.



             (iii)        Upon termination of the Employee’s employment for any reason,
the Employee agrees not to compete in the manner described hereinafter, with
the business currently conducted by Eagle in the United States for a period of
twelve months following such termination. 
The Employee agrees that, during such period, he will not be employed
by, work for, advise, consult with, serve, or assist in any way, directly or
indirectly, any party whose activities or business are similar to or in
competition with the business of Eagle.



             (iv)       Upon termination of the Employee’s employment for any reason,
the Employee agrees not to solicit, cause or assist to solicit for a period of
twelve months following such termination, on behalf of himself or any business
or organization with which he becomes directly or indirectly associated by
ownership, employment, consultancy or otherwise, regardless of whether or not
he receives compensation therefrom, (1) any person employed or compensated in
any manner by Eagle, or to work, consult for or otherwise become associated
with him or any such business or organization, or (2) any customer who has done
business with Eagle at any time within the one (1) year period preceding the
date of his termination of employment, to purchase or otherwise acquire a
product similar to a product sold by Eagle.



The
foregoing restrictions on competition by the Employee described in the Sections
6(a)(iii) and (iv) shall also be operative during the term of the Employee’s
employment.  They shall also be
operative for the benefit of Eagle and of any business owned or controlled by
Eagle, or any successor or assign if any of the foregoing, but shall terminate
if Eagle and the companies with which it becomes affiliated as of the effective
date of this Agreement cease to engage in all of the businesses in which Eagle
is engaged as of the time Employee’s employment terminates.


             b.          The
Employee shall surrender to Eagle immediately upon termination of his
employment all books, records, and property belonging to Eagle or relating to
the employees, business, suppliers, and customers of Eagle without making or
retaining any copies.


             c.          The
Employee acknowledges that Eagle will suffer irreparable damage and injury and
will not have an adequate remedy at law in the event of any breach by him of
any provision of this Section 6.  Accordingly,
in the event of a breach or of a threatened or attempted breach by the Employee
of any of the preceding provisions of this Section 6, in addition to all other
remedies to which Eagle is entitled under law, Eagle shall be entitled to a
temporary and permanent injunction (without the necessity of showing any actual
damage) or a decree of specific performance of the provisions of this Section
6, and no bond or other security shall be required in that connection.





7.          DISCOVERIES


The
Employee will promptly disclose, in writing, to Eagle each improvement,
discovery, idea, and invention relating to the business of Eagle made or
conceived by him either alone or in conjunction with others while employed by
Eagle or within one (1) year after the termination of such employment if such
improvement, discovery, idea, or invention that results from or was suggested
by such employment whether or not patentable, whether or not made or conceived
(i) at the request of or upon the suggestion of Eagle (ii) during his usual
hours of work, (iii) on or about the premises of Eagle and whether or not prior
or subsequent to the execution hereof. 
He will not disclose any such improvement, discovery, idea, or invention
to any person except Eagle.  Each such
improvement, discovery, idea, or invention shall be the sole and exclusive
property of, and is hereby assigned to, Eagle and at the request of Eagle,
Employee will assist and cooperate with Eagle and any person or persons from
time to time designated by Eagle to obtain for Eagle the grant of any letters
patent in the United States and/or such other country or countries as may be
designated by Eagle, covering any applications, statements, assignments, or
other documents, furnish such information and data and take all such other
action (including without limitation, the giving of testimony) as Eagle may
from time to time reasonably request.


8.          MISCELLANEOUS


             a.          The
Employee shall be entitled to participate in any Deferred Compensation Program
established for Eagle executives related to any bonuses or other payments in
this Agreement that are eligible for deferred payment under the terms of any
such Plan.


             b.          The
Employee shall be reimbursed for, or have directly paid by Eagle (dependent
upon Eagle’s financial policy), travel, entertainment, and other associated
expenses deemed reasonably necessary in carrying out the duties of his
position.


             c.          The
Employee represents and warrants to Eagle that upon commencement of employment
with Eagle that he will not at any time be bound by any agreement that would be
violated by his execution or performance of this Agreement.


             d.          The
Employee may not assign any of his rights or delegate any of his duties under
this Agreement.


             e.          Any
notice or other communication under this Agreement shall be in writing and
shall be considered given when mailed by registered mail, return receipt
request, to either party.


             f.           This
Agreement sets forth the entire understanding of the parties, and completely
and fully supersedes and replaces any prior agreement(s) with respect to the
subject matter herein, written or oral, to which the Employee was a party.  This Agreement shall be governed by and
construed in accordance with the law of the State of Oregon applicable to agreements
made in that state and cannot be changed or terminated except by written
agreement duly signed by both parties. 
If any provision of this Agreement or the application thereof to any
party or circumstance is finally held invalid or unenforceable, the remaining
provisions of this Agreement and the application of such provisions to the
other party or circumstances will not be affected thereby, the provisions of
this Agreement being severable in any such instance, and the unlawful provision
shall be deemed to be amended to conform to requirements of any applicable law.





9.          Any controversy or claim, including
claims for damages arising out of or relating to this Agreement, or any breach
thereof, or other matters related to the termination of the Employee’s
Employment, shall be settled in arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon
the award rendered by the Arbitrator may be entered in any court having
jurisdiction thereof.


10.        This Agreement may be signed in one or
more counterparts and all such counterparts, taken together, shall constitute
one document.


             IN WITNESS WHEREOF, this Employment
Agreement has been executed by a duly authorized officer of Eagle on this 12th
day of February, 2001.


	PW
  EAGLE, INC.
	(the
  “Company”)
	By:
  /s/ William H. Spell





             IN WITNESS WHEREOF, this Employment
Agreement has been executed by the Employee on the 12th day
of February, 2001 and the Employee attests that he is in full agreement with
all terms and conditions herein and has exercised his legal right to have this
Agreement reviewed by an Attorney if he so chooses.


	By:
  /s/ N. Michael Stickel


	(the
  “Employee”)