EXHIBIT 10.32


 


BOISE CASCADE, L.L.C.


 


2010
CASH LONG-TERM INCENTIVE PLAN


 


 


Effective January 1, 2010


 


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BOISE
CASCADE, L.L.C.


2010 CASH
LONG-TERM INCENTIVE PLAN


 


1.                                      Purpose of the Plan.


 


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


 


2.                                      Definitions.


 


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


 


(b)                                 “Award
Agreement” means the document issued to the Award Recipient evidencing the
grant of an Award and stating the terms and conditions of the Award and other
provisions deemed necessary or desirable by the Committee which do not conflict
with the terms of this Plan.  Award
Agreements may be written or electronic and may require acceptance by the Award
Recipient, as determined by the Committee.


 


(c)                                  “Award
Recipient” means an employee of the Company or a subsidiary who is eligible to
receive 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 the
Award Agreement.  Award Terms may be of
varying and overlapping durations.


 


(e)                                  “Board” means
the Board of Directors of Boise Cascade Holdings, L.L.C., the Company’s parent
company.


 


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


 


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


 


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(ii)                                  The
stockholders of the Parent Company or of the Company approve a plan of complete
liquidation or dissolution of the Parent Company or the Company, as the case
may be, or the consummation of an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets, other than a sale
or disposition by the Company of all or substantially all of the Company’s
assets to an entity more than 50% of the combined voting power of which is
owned or controlled by Madison Dearborn Partners, LLC.


 


Notwithstanding the foregoing, a “Change in Control” shall not be
deemed to have occurred if the event is an initial public offering of the
securities of the Company, Boise Cascade Holdings, L.L.C., or Forest Products
Holdings, 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 the
Company’s outstanding equity securities.


 


(i)                                     “Performance
Goals” means the goals established by the Committee in its sole discretion that
apply to a performance-vesting Award. The performance goals may include or be
based 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); earnings
before interest, taxes, depreciation and amortization (EBITDA); internal rate
of return; return on capital; revenue growth; return on equity; increase in net
after-tax earnings per share; increase in operating pre-tax earnings, operating
profit or improvements in operating profit; improvements in certain asset or
financial measures (including working capital and the ratio of revenues to
working capital); credit quality; expense ratios; pre-tax earnings or
variations of income criteria in varying time periods; economic value added;
total return to shareholders; cash flow; safety; or general comparisons with
other peer companies or industry groups or classifications with regard to one
or more of these criteria.  The
Performance Goals may be measured with respect to the Company alone on an
absolute basis, on a relative or comparative basis with such peer companies or
index as the Committee may select, or in such combination thereof as may be
determined by the Committee.  Performance
Goals may be based on the performance of the Company as a whole, or on the
performance of a specified business unit or subsidiary, or on the performance
of a group of subsidiaries, divisions or business units.  Performance Goals may be measured on a
cumulative basis, or in the alternative on an annual, quarterly or other
periodic basis, or in the form of a matrix combining various Performance Goals
and weighting them in any manner that the Committee may determine.  The Committee may establish different
Performance Goals for individual Award Recipients or groups of Award
Recipients.


 


(j)                                     “Retirement”
(or “Retires”) means an Award Recipient’s termination of employment after attaining
age 62 and completing at least 10 years of employment with the Company and its
predecessors, 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 part
of the Award may vest and become payable.


 


3.                                      Eligibility.


 


Eligibility under the Plan shall be limited to officers and other key management
employees of the Company identified by the Committee in its sole discretion.  An individual’s eligibility for an Award at
any time shall not indicate or require that the individual will be eligible for
any future Award.  No person shall have
any 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 it
deems necessary to administer the Plan. 
This includes the discretion and authority to determine all questions of
fact, eligibility, or benefits relating to the Plan, to determine eligibility
for and level of participation in this Plan, to determine the terms and
conditions applicable to Awards, and to take all other actions necessary or
appropriate to administer the plan.  The
Committee’s responsibilities for administration and interpretation of the Plan
shall be exercised by the Committee or by Company employees who have been
assigned those responsibilities by the Company’s management.  Any Company employee exercising
responsibilities related to the Plan in accordance with this section shall be
deemed to have been delegated the discretionary authority vested in the
Committee with respect to those responsibilities unless limited in writing by
the Committee, except that Company employees may not select Award Recipients,
grant Awards, or determine the terms and conditions applicable to Award
Recipients unless specifically authorized by the Committee to do so by
resolution or other acceptable evidence of authority.  The Committee’s or its delegate’s
administration of the Plan, including all interpretations, selections,
determinations, approvals, decisions, and other actions, shall be final and
binding on the Company and all Award Recipients and their respective
beneficiaries.


 


(b)                                 Terms
and Conditions of Awards.  The
Committee shall have final discretion, responsibility and authority to:


 


·                  Grant Awards;


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


·                  Determine the
type and number of Awards to be granted;


·                  Establish and
administer Performance Goals relating to an Award;


·                  Establish
time-vesting requirements applicable to an Award;


·                  Establish the
rights of Award Recipients with respect to an Award upon termination of
employment;


·                  Determine
whether, to what extent, and under what circumstances and Award may be
settlement, cancelled, forfeited, exchanged, or surrendered;


·                  Determine all
terms and provisions of Award Agreements; and


 


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·                  Resolve
conclusively any question or ambiguity arising with respect to the vesting of
Awards.


 


The
Committee may solicit recommendations from Company management with respect to
any or all of the items listed above. 
The terms and conditions of each Award shall be established at the time
of grant.  Different terms and conditions
may apply for different Awards, different Award Recipients, or the same Award
Recipient for each Award granted to the Award Recipient, whether or not granted
at different times.  There is no
obligation 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 or
expressed as a percentage of annual base salary.  The Award may be a Performance-Based Award, a
Time-Based Award, or a Combination Award, as follows.


 


(i)                                     Performance-Based
Awards.  Performance Goals shall be
established in writing by the Committee no later than 90 days after the
commencement of the Award Term.  The
Committee shall establish a mathematical formula pursuant to which the amount
of the Award will be calculated based on the attainment of specific levels of
the applicable Performance Goals.  The
actual amount paid under the Award, if any, may be more or less than the Target
Award.


 


(ii)                                  Time-Based Awards.  The Award will vest on the Vesting Date(s) established
by the Committee.  No Performance Goals
apply and the actual amount paid under the Award will be the Target Award,
subject to the Award Recipient’s satisfaction of continued employment
requirements.


 


(iii)                               Combination Awards.  The Committee will establish both Performance
Goals pursuant to subsection (i) above and Vesting Date(s) pursuant
to subsection (ii) above.  The
amount payable under the Award will be determined by the attainment of the
Performance Goals.  The actual amount
payable under the Award, if any, may be more or less than the Target
Award.  The Award will vest based on the
Vesting Date(s), subject to the Award Recipient’s satisfaction of continued
employment requirements.


 


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


 


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the
Company or a peer company not planned for at the time the Performance Goals
were established, or any other unusual or nonrecurring event that would
otherwise impact the Company’s or a peer company’s reported financial
performance.


 


(c)                                  Award Agreements.  Award
Agreements shall be issued as soon as practical following the Committee’s
determination of the terms and conditions of Awards, including the
establishment of Performance Goals, if applicable.


 


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


 


6.                                      Termination of Employment.


 


(a)                                  Death, Disability or Retirement. If an Award Recipient’s
employment with the Company terminates during an Award Term as a result of
death or total disability (as determined by the Committee in its sole
discretion) 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 becomes
due under the outstanding Award(s) unless the Committee determines otherwise.  If there is a single Vesting Date for an
Award, the pro rata calculation shall be based on the number of full months
elapsed in the Award Term prior to the Award Recipient’s death, disability or
Retirement, compared to the full number of months in the Award Term.  If there are multiple Vesting Dates within an
Award, the pro rata calculation shall be performed as specified in the Award
Agreement.


 


(b)                                 Other Termination. If an Award Recipient’s employment with the
Company terminates during an Award Term other than by reason of death,
disability or Retirement as provided in this
Section 6, then, unless the Committee determines otherwise, all
outstanding 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 5
or this Section 6, unless provided otherwise in the Award Agreement, the
following provisions shall apply in the event of a Change in Control during an
Award Term.


 


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


 


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


 


(ii)                                  A Replacement Award is an
Award granted at the time of a Change in Control by the Company or a successor
employer to an Award Recipient which has a value at least equal to the value of
the outstanding Award being replaced (the Replaced Award) and with respect to
which the terms and conditions are not less favorable to the Participant than
the terms and conditions of the Replaced Award, including provisions that apply
in the event of a subsequent Change in Control. 
A Replacement Award must provide for payment to an Award Recipient who
is involuntarily terminated other than for disciplinary reasons (as defined in
subsection (iii) below) before the Award is paid in full.  The payment amount must be not less than the
amount which would otherwise have been paid under the Replaced Award had the
Award Recipient remained employed through all applicable Vesting Dates and must
be made by the later of 60 days following the end of the applicable Performance
Period or 10 days following the date of termination of employment.  A Replacement Award may take the form of a
continuation of the Replaced Award as long as the requirements of this
subsection (ii) are satisfied.  The
determination of whether an Award qualifies as a Replacement Award shall be
made 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 Change
in Control and within three months following the initial existence of any of
the following conditions without the Award Recipient’s written consent shall be
considered “involuntary”:  a material
reduction in the Award Recipient’s base compensation; a material reduction in
the Award Recipient’s authority, duties, or responsibilities; or a material
change in the geographic location at which the Award Recipient must provide
services.  The Award Recipient must
provide written notice to the Company (or its successor) within 30 days of the
initial existence of the condition, and the Company (or its successor) shall
have 30 days following receipt of notice to remedy the condition.  If the Award Recipient terminates employment
prior to giving notice or prior to the expiration of the Company’s (or its
successor’s) 30-day cure period, this subsection (iii) shall not apply.


 


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


 


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Company
until the date of the Change in Control and terminating employment immediately
thereafter.


 


(v)                                 Notwithstanding Section 9,
upon a Change in Control, this Plan may not be amended in any manner that would
reduce or alter the rights of an Award Recipient to any benefit under this Plan
without the consent of each affected Award Recipient for three years following
the Change in Control but may be so amended thereafter.


 


7.                                      Tax Withholding.


 


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


 


8.                                      Governing Law.


 


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


 


9.                                      Plan Amendment and Termination.


 


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


 


10.                               Sections 409A
and 457A of the Code.


 


To the extent applicable, notwithstanding anything herein to the
contrary, the Plan shall be interpreted in accordance with Sections 409A
and 457A of the Internal Revenue Code of 1986, as amended (the “Code”), and Department of Treasury
regulations and other interpretative guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued
after the effective date of the Plan. Notwithstanding any provision of the Plan
to the contrary, if the Committee determines that any amounts payable hereunder
will be taxable to an Award Recipient under Section 409A or 457A of the
Code, prior to payment to such Award Recipient, the Committee may: (a) adopt
amendments to the Plan, and any Award Agreement, and appropriate policies and
procedures, including amendments and policies with retroactive effect, to
preserve the intended tax treatment of the benefits provided by the Plan and
Award Agreement(s), and/or (b) take such other actions as the Committee determines
necessary or appropriate to avoid or limit the imposition of an 


 


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additional
tax under Section 409A or 457A of the Code.  Alternatively, the Committee may pay out such
Award in whole or in part (such partial payment being the amount the Committee
reasonably anticipates will enable the Award Recipient to satisfy the taxes due
by reason of the application of Section 457A to the Award) at the time it
becomes taxable under Section 457A, if the Committee in its sole
discretion deems it advisable to do so.


 


11.                               Claims and
Appeals Procedures.


 


(a)                                  Claims
Procedures.  Disputes or
claims regarding benefits or other issues arising under the Plan shall be filed
in writing with the Company’s Vice President, Human Resources within
60 days after the event giving rise to the dispute, claim, or
grievance.  The claim shall state all
facts and include copies of all documents, materials, or other evidence that
the Award Recipient believes are relevant to the claim.  The Vice President shall have absolute
discretion to interpret and apply the Plan, evaluate the facts and
circumstances, and make a determination with respect to the dispute, claim, or
grievance in the name and on behalf of the Company.  A written decision shall be furnished to the
claimant within 60 days (45 days if the claim relates to disability) after
the claim is received.  The Vice
President in his or her sole discretion may extend this 60-day period an
additional 60 days by notifying the claimant in writing of the extension
before the original 60-day period expires (or, for disability claims, may
extend the 45-day period an additional 30 days if a decision cannot be made for
reasons beyond the Plan’s control).  If
the claim is denied, the notice of denial shall include the specific reasons
for the denial, pertinent provisions of the Plan, and where appropriate, an
explanation as to how the claimant may perfect the claim or submit the claim
for review.


 


(b)                                 Claims
Review Procedure.  Any Award
Recipient 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 a
written statement of the claimant’s position, shall be filed with the Company’s
Vice President, Human Resources within 60 days after receiving the initial
notice of denial.  The Vice President
will promptly inform the Company’s chief executive officer.  The written decision of the chief executive
officer shall be furnished to the claimant within 60 days after the Vice
President receives the appeal (or 45 days for disability claims).  The chief executive officer in his or her
sole discretion may extend this 60-day period an additional 60 days by
notifying the claimant in writing of the extension before the original 60-day
period expires (except that no extension is available for disability claims).  The written decision will state the facts and
plan provisions upon which the decision is based and is final and binding on
all parties.


 


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


 


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this
Plan, 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 to
and does not in any manner create a contract of employment between the Company
and the Award Recipient.  Employment with
the Company is at will, which means that either the employee or the Company may
end the employment relationship at any time and for any reason.  Neither the establishment of the Plan nor the
granting of any Award hereunder nor any action of the Company or the Committee
in respect of the Plan or any Award Agreement, including the establishment of a
multi-year Award Term, shall be held or construed as giving the Award Recipient
any right to be retained by the Company for any length of time or as changing
the at-will relationship between the Award Recipient and the Company.


 


(b)                                 No Funding of Plan. The Company shall not be
required to fund or otherwise segregate assets, which may at any time be
delivered 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, be
deemed to be a trustee of any property, and any Award Recipient or former Award
Recipient shall have the status of a general unsecured creditor of the Company.


 


(c)                                  Notice to Company.  Any
notice required or permitted to be given under the Plan to the Company shall be
sufficient if in writing and delivered by an overnight delivery service or by
registered 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 if
delivery is made via an overnight delivery service, or, if delivery is made by
registered or certified U.S. mail as of the date shown on the receipt for
registration or certification.


 


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


 


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


 


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


 


(g)                                 Legal
Agent.  The contact for legal matters
concerning the Plan is the Company’s General Counsel, who may be contacted as
follows:


 


	
  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 issues
concerning the Plan is the Company’s Vice President, Human Resources, who may
be 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)                                     Effective
Date.  The effective date of the Plan
is January 1, 2010.


 


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