Exhibit 10.35


 


BOISE CASCADE HOLDINGS, L.L.C.


 


DIRECTORS DEFERRED COMPENSATION PLAN


 


(As Amended through November 1, 2009)


 

















 


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 Deferred
Compensation Plan (the “Plan”) is to further the growth and development of
Boise Cascade Holdings, L.L.C. (the “Company”) by providing directors the
opportunity to defer a portion of their cash compensation and thereby encourage
their efforts on behalf of the Company. 
The Plan is also intended to provide Participants with an opportunity to
supplement their retirement income through deferral of current compensation.  The Plan is an unfunded plan.


 


2.                                       Definitions.


 


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


 


2.2                                 Compensation. 
A Participant’s fees, payable in cash, for services rendered by a
Participant as a Director of the Company during a calendar year.  Compensation shall not include any amounts paid
by the Company to a Participant that are not strictly in consideration for
personal services, such as expense reimbursements.  Compensation shall not include any taxable
income 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 any
subsidiary or affiliate or as a result of the disposition of such equity award,
unless the Board determines that the award shall be included in Compensation
for purposes of this Plan.


 


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


 


2.4                                 Deferred Account. 
The record maintained by the Company for each Participant of the
cumulative amount of Compensation deferred pursuant to this Plan and imputed
interest, 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 Distribution
Election.


 


2.6                                 Director.  For purposes
of this Plan, an individual who is a member of the Board and who receives a
cash retainer and meeting fees in connection with the performance of services
as a member of the Board.


 


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


 


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


 


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portion of their Deferred Accounts for purposes of determining the
gains 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 any
Director.


 


2.10                           Participant. 
A Director who has entered into a Deferred Compensation Agreement with
the 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 of
the Company for any reason whatsoever, whether voluntarily or involuntarily.


 


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


 


3.                                       Administration and Interpretation. 
The Board shall have final discretion, responsibility, and authority to
administer and interpret the Plan.  This
includes 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 administer
the Plan.  The Board may delegate its
administration responsibilities to any committee of the Board, and if the Board
does so, references to the Board in this Plan shall be deemed to be references
to the designated committee.  The Board’s
responsibilities for day-to-day administration and interpretation of the Plan
shall be exercised by employees of the Company or a subsidiary who have been
assigned those responsibilities by management. 
Any employee exercising responsibilities relating to the Plan in
accordance with this section shall be deemed to have been delegated the
discretionary 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 be
in accordance with Sections 9 and 10.


 


4.                                       Participant Deferral and Distribution
Elections.


 


4.1                                 Execution of Agreement. 
A Director who wishes to participate in the Plan must execute a Deferred
Compensation Agreement either (a) for newly eligible individuals, within
30 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 the
Deferred Compensation Agreement will be effective.


 


4.2                                 Deferral Election. 
When a Director first becomes eligible to participate, he or she shall
have the opportunity to make a Deferral Election which shall apply to
Compensation earned beginning the first calendar quarter after such election is
made.  Each year thereafter, the Director
shall have the opportunity to make a Deferral Election with respect to his or
her Compensation earned in the following calendar year.  Deferral Elections shall be made either by
submission of a written Deferral Election Form in substantially the form
provided in Appendix A or by completion of an online enrollment process, as
designated by the Company.  The
Compensation otherwise earned by a Participant during the calendar year
beginning after receipt of the Participant’s Deferral Election shall be reduced
by the amount elected to be deferred. 
Deferral Elections are irrevocable as of the end of the period for
executing the Deferred Compensation Agreement under Section 4.1 with
respect to initial Deferral Elections, and as of the end of the annual
enrollment period established by the Company pursuant to Section 4.3 with
respect to subsequent Deferral Elections, except as otherwise provided in this
Plan.


 


4.3                                 Change of Deferral Election. 
A Participant who wishes to change an election to defer Compensation for
a future year may do so at any time by submitting a new Deferral Election
during the annual enrollment period established by the Company prior to January 1
of 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 Account
either by submission of a written Distribution Election Form in
substantially the form provided in Appendix A or by completion of an online
enrollment process, as designated by the Company.  Distribution Elections are irrevocable when
made except as otherwise provided in this Plan.


 


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


 


4.6                                 Deferred Account Allocations and
Adjustments.  The Company shall maintain a record of each
Participant’s Deferred Account balance, including deferrals and
adjustments.  Each Participant’s Deferred
Account 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 a
Participant’s


 


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account on the last day of each month. 
Computation of the imputed interest, gains or losses with respect to any
Investment 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 Value
Account.  If more than one Investment
Account is offered, the following terms apply:


 


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


 


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


 


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


 


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


 


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


 


4.8                                 Internal Revenue Code Section 457A
Compliance.  Notwithstanding anything to the contrary, if
the Company reasonably believes that the Plan may be subject to Internal
Revenue Code Section 457A (“Section 457A”) in the following year, the
Company may choose to not permit Participants to make any deferrals into the
Plan for that year or may permit Participants to make deferrals into the Plan
with the proviso that contributions made for that year (including Participant
deferrals and any imputed earnings or interest on those deferrals) may be paid
to the Participant pursuant to Section 5.7.3 if it is determined that Section 457A
does apply for that year.  This decision
shall 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 balance
according to the Participant’s Distribution


 


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


 


5.2                                 Interest, Gains and Losses after
Termination.  Unpaid balances shall continue to be credited
with imputed interest, gains or losses based on the applicable Investment Account
prospectively from the date of Termination until such amounts are distributed
from the Plan.


 


5.3                                 Hardship Distribution. 
If an Unforeseeable Emergency occurs, a Participant may request a
lump-sum distribution of an amount reasonably necessary to satisfy the
emergency need plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution, after taking into account the extent to which such
hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship).  Determination of the amount
reasonably necessary to satisfy the emergency need must take into account any
additional compensation available due to the cancellation of the Participant’s
Deferral Election pursuant to this Section 5.3.  The Participant shall document, to the Board’s
satisfaction, that distribution of all or part of his or her account is
necessary to satisfy the Unforeseeable Emergency.  A Participant requesting a distribution under
this Section must not have access to other funds, including proceeds of
any loans, sufficient to satisfy the need. 
Upon receipt of a request under this Section, the Board may, in its sole
discretion, direct the distribution of all or a portion of the Participant’s
account balance in a lump sum, to the extent necessary to satisfy the financial
need.  Any distribution will be made
within 90 days of the Board’s receipt of such request.  The Participant shall sign all documentation
requested by the Board relating to the distribution.  If a Participant receives a distribution from
the Plan under this Section, his or her current Deferral Election shall be
cancelled, and he or she shall not be eligible to participate in this Plan or
any other nonqualified deferred compensation plan maintained by the Company or
any subsidiary for a period of 12 months following the date of the
distribution.  The Participant may make a
new Deferral Election during the next annual enrollment period following the
conclusion of the 12-month period.


 


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


 


5.5                                 Distributions Following Participant
Death; Designation of Beneficiary.  The Company
shall make all payments to the Participant, if living.  A Participant shall designate a beneficiary
by filing a beneficiary designation in the form and manner prescribed by the
Board.  A Participant may change his or
her beneficiary at any time by filing a new beneficiary designation in the form
and manner prescribed by


 


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the Board.  If a Participant dies
either before benefit payments have commenced under this Plan or after benefits
have commenced but before his or her entire Deferred Account has been
distributed, his or her designated beneficiary shall receive any benefit
payments in accordance with the Participant’s Distribution Election.  If no designation is in effect when any
benefits payable under this Plan become due, the beneficiary shall be the
spouse of the Participant, or if no spouse is then living, the Participant’s
estate.  The designated payment date for
distributions under this Section shall be the date of the Participant’s
death.


 


5.6                                 Distributions Pursuant to a Domestic
Relations Order.


 


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


 


5.6.2  The order
must specify the name and last known mailing address and social security number
of the Participant and each alternate payee. 
It must name the plan to which it applies.  It must specify the percentage or amount of
the Participant’s benefit which is payable to an alternate payee and the date
as of which the amount or percentage is determined.  The order cannot require the Plan to (a) pay
any form of benefit not permitted under the Plan, (b) provide a benefit
greater than the benefit to which the Participant is entitled, or (c) affect
the benefits of another alternate payee with respect to whom a domestic
relations order has previously been accepted by the Plan.


 


5.6.3  If the
order is acceptable, a distribution to the alternate payee pursuant to the
terms of the order shall be authorized as soon as administratively practicable
without regard to the time distribution would be made to the affected Participant.  If the order is not acceptable, that shall be
communicated in writing to the Participant and the alternate payee, including
identification of the provisions of the order that cause it to be unacceptable.


 


5.7                                 Section 457A Distributions.


 


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


 


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


 


5.7.3  The
portion of a Participant’s Deferred Account comprised of Participant deferrals
attributable to services performed after 2009 (including any imputed earnings
or interest on those deferrals), if any, shall be paid to the Participant to
the extent that, and during the Participant’s taxable year in which, such
amount is includible in the Participant’s income pursuant to Section 457A.


 


5.7.4  The
changes in the time of payment made pursuant to this Section 5.7 are
intended to conform the date of distribution of any portion of the Participant’s
Deferred Account to the date the amount may be required to be included in
income pursuant to Section 457A, if earlier than the date such amount
would otherwise be distributed.  As such,
any change in the time of payment pursuant to this Section 5.7 will not be
treated 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 assigned
or 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 Company
shall deduct from all payments made under this Plan all applicable federal or
state taxes required by law to be withheld.


 


6.3                                 Form of Communication. 
Deferral Elections and Distribution Elections shall be made as provided
in Sections 4.1 through 4.5.  Beneficiary
designations shall be made as provided in Section 5.5.  Any other application, claim, notice, or
other communication required or permitted to be made by a Participant to the
Board or the Company shall be made in writing and in such form as the Board or
Company may prescribe.  Such
communication shall be effective upon receipt by the Company’s corporate
secretary at 1111 West Jefferson Street, PO Box 50, Boise, Idaho
83728.


 


6.4                                 Service Providers. 
The Company may, in its sole discretion, retain one or more independent
entities to provide services to the Company in connection with the operation
and administration of the Plan.  Except
as specifically delegated or assigned to any such entity in writing, the Board
shall retain all discretionary authority under this Plan.  No Participant or other person shall be a
third 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 any
such service provider.


 


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


 


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


 


9.                                       Claims Procedure.  Claims for benefits under the Plan shall be
filed in writing, within 90 days after the event giving rise to a claim, with
the Company’s corporate secretary, who shall forward such claims to Boise
Cascade, L.L.C.’s senior
human resources officer.  The senior human resources officer shall have discretion to interpret and apply the
Plan, evaluate the facts and circumstances, and make a determination with
respect to the claim in the name and on behalf of the Board.  The claim shall include a statement of all
facts the claimant believes relevant to the claim and copies of all documents,
materials, or other evidence that the claimant believes relevant to the
claim.  Written notice of the disposition
of a claim shall be furnished to the claimant within 90 days after the
application is filed.  This 90-day period
may be extended an additional 90 days by the senior human resources
officer, in his or her sole discretion, by
providing written notice of the extension to the claimant prior to the
expiration of the original 90-day period.


 


10.                                 Claims Review
Procedure.  Any claimant
who has been denied a benefit claim shall be entitled, upon written request to
the Board, to a review of the denied claim. 
A request for review, together with a written statement of the claimant’s
position and any other comments, documents, records or information that the
claimant believes relevant to his or her claim, shall be filed with the Board
no later than 60 days after receipt of the written notification provided
pursuant to Section 9.  The Board
shall make its decision, in writing, within 60 days after receipt of the
claimant’s request for review.  This
60-day period may be extended an additional 60 days if the Board provides
written notice of the extension to the claimant prior to the expiration of the
original 60-day period.  The written
decision shall be final and binding on all parties.


 


11.                                 Lawsuits, Jurisdiction, and Venue. 
No lawsuit claiming entitlement to benefits under this Plan may be filed
prior to exhausting the claims and claims review procedures described in
Sections 9 and 10.  Any such lawsuit must
be initiated no later


 


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than the earlier of (a) one year after the event(s) giving
rise to the claim occurred or (b) 60 days after a final written decision
was provided to the claimant under Section 10.  Any legal action involving benefits claimed
or legal obligations relating to or arising under this Plan may be filed only
in Federal District Court in the city of Boise, Idaho.  Federal law shall be applied in the
interpretation and application of this Plan and the resolution of any legal
action.  To the extent not preempted by
federal 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.  Deferred
Accounts allocated to this account shall be credited with imputed interest
according to the regular method and rate established for the Stable Value
Account under the Boise Cascade, L.L.C. Deferred Compensation Plan or any
successor to that plan (the “Employee Plan”), without taking into account any
changes to that method or rate caused by an event other than amendment of the
Employee Plan (e.g., reduction in the rate due to a participant’s termination
of employment or other event, such as a change in control).  If at any time the Employee Plan ceases to
have an investment account designated as a Stable Value Account, the Board
shall designate the method and rate for calculating imputed interest under this
account.


 


Note:  As of October 31, 2006, the interest
crediting rate under the Stable Value Account of the Employee Plan is Moody’s
times 130%.  The Company shall inform
Participants if the rate under the Employee Plan changes at any time.


 


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APPENDIX A


Boise Cascade Holdings, L.L.C.


Form of
Deferral Election Form


 


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


 


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


 


	
   

  	
   

  	
  200     ELECTIONS

  	
   

  	
  NEW

  200     ELECTIONS

  	
   

  
	
  Director
  Deferred Compensation Plan*  

  	
   

  	
   

  	
  %

  	
   

  	
  %

  
	
  Cash
  

  	
   

  	
                   

  	
  %

  	
                   

  	
  %

  
	
   

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  



 






*Boise Cascade believes, but does not
guarantee, that a deferral election made under the terms of the plan is
effective to defer the receipt of taxable income.  You are advised to consult with your attorney
or accountant regarding the federal and state tax law implications of this
deferral.


 


	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Printed Name:

  	
   

  
						



 


This
form 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 of
Distribution Election Form


 


THIS DISTRIBUTION
ELECTION applies to my Deferred Account balance under the Boise Cascade
Holdings, L.L.C. Directors Deferred Compensation Plan (the “Plan”), which is
incorporated into this Agreement.  I
understand that this election is irrevocable except as provided in the Plan.


 


I elect the
following form of distribution of my Deferred
Account balance:


 


o  Lump-sum
payment.


 


o  Annual
installment payments (in approximately equal amounts) over a period of (choose
one of the following):


 


o  2
years                              o  3
years


 


I elect the
following distribution beginning date:


 


o  January 1
of the year following Termination.


 


o  The
later of age 55 or Termination.


 


o  The
later of age 65 or Termination.


 


o  The
later of age 70 or Termination.


 


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


 


o  Lump-sum
payment.


 


o  Annual
installment payments (in approximately equal amounts) over a period of (choose
one of the following):


 


o  2
years                              o  3
years


 


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


 


o  Lump
sum of the remaining Deferred Account balance.


 


o  The
remaining installment payments.


 


	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Printed Name:

  	
   

  
						



 


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