Exhibit 10.27


 


BOISE CASCADE, L.L.C.


 


SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVE
OFFICERS


 


(As amended through March 1, 2010)


 

















 


BOISE CASCADE, L.L.C.


SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVE
OFFICERS


 


ARTICLE I — PURPOSE OF THE PLAN


 


The purpose of this Supplemental Early Retirement Plan
for Executive Officers (the “Plan”) is to facilitate the orderly succession of
Executive Officers with continuity of management by providing additional Early
Retirement Benefits for the Executive Officers.


 


ARTICLE II — DEFINITIONS


 


2.1                                 “Board.”  The term Board shall mean the Board of
Managers of Boise Cascade Holdings, L.L.C.


 


2.2                                 “Change in Control.”  A Change in Control shall be deemed to have
occurred if:


 


(a)                                  Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing 25% or
more of either the then-outstanding shares of common stock of the Company or
the combined voting power of the Company’s then-outstanding securities;
provided, however, if such Person acquires securities directly from the
Company, such securities shall not be included unless such Person acquires
additional securities which, when added to the securities acquired directly
from the Company, exceed 25% of the Company’s then-outstanding shares of common
stock or the combined voting power of the Company’s then-outstanding
securities; and provided further that any acquisition of securities by any
Person in connection with a transaction described in Section 2.2(c)(i) shall
not be deemed to be a Change in Control of the Company; or


 


(b)                                 The following individuals cease for any
reason to constitute at least a majority of the number of managers(i.e.,
director equivalents for limited liabilities companies) then serving:  individuals who, on the date hereof,
constitute the Board and any new manager (other than a manager whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of managers of the Board) whose appointment or election by the Board
or nomination for election by the Company’s stockholders was approved by a vote
of at least two-thirds of the managers then still in office who either were
managers on the date hereof or whose appointment, election, or nomination for
election was previously so approved (the “Continuing Managers”); or


 


(c)                                  The consummation of a merger or
consolidation of the Company (or any direct or indirect subsidiary of the
Company) with any other corporation other than (i) a merger or
consolidation which would result in both (a)


 

















 


Continuing Managers continuing to constitute at least a majority of the
number of directors (or director-equivalents) of the combined entity
immediately following consummation of such merger or consolidation, and (b) the
voting securities of the Company outstanding immediately prior to such merger
or consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing 25% or more
of either the then-outstanding shares of common stock of the Company or the
combined voting power of the Company’s then-outstanding securities; provided
that securities acquired directly from the Company shall not be included unless
the Person acquires additional securities which, when added to the securities
acquired directly from the Company, exceed 25% of the Company’s
then-outstanding shares of common stock or the combined voting power of the
Company’s then-outstanding securities; and provided further that any
acquisition of securities by any Person in connection with a transaction
described in Section 2.2(c)(i) shall not be deemed to be a Change in
Control of the Company; or


 


(d)                                 The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company 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 the voting securities of which
are owned by Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.


 


A transaction described in Section 2.2(c) which
is not a Change in Control of the Company solely due to the operation of
Subsection 2.2(c)(i)(a) will nevertheless constitute a Change in Control
of the Company if the Board determines, prior to the consummation of the
transaction, that there is not a reasonable assurance that, for at least two
years following the consummation of the transaction, at least a majority of the
members of the board of directors (or director equivalent) of the surviving
entity or any parent will continue to consist of Continuing Managers and
individuals whose election or nomination for election by the shareholders of
the surviving entity or any parent would be approved by a vote of at least
two-thirds of the Continuing Managers and individuals whose election or
nomination for election has previously been so approved.


 


For purposes of this section, “Beneficial Owner” shall
have the meaning set forth in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).


 


2

















 


For purposes of this section, “Person” shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and
used in Sections 13(d) and 14(d) thereof, except that “Person” shall
not include (i) the Company or any of its subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company, or (v) an individual, entity or group that is permitted to and
does report its beneficial ownership of securities of the Company on Schedule
13G under the Exchange Act (or any successor schedule), provided that if the
individual, entity or group later becomes required to or does report its
ownership of Company securities on Schedule 13D under the Exchange Act (or any
successor schedule), then the individual, person or group shall be deemed to be
a Person as of the first date on which the individual, person or group becomes
required to or does report its ownership on Schedule 13D.


 


2.3                                 “Closing Date.”  October 29, 2004.


 


2.4                                 “Committee.”  The Compensation Committee of the Board of
Managers of Boise Cascade Holdings, L.L.C. or, in the absence of such a
committee, the Retirement Committee appointed by such board, which, in addition
to its other duties and responsibilities, shall have the duties and responsibilities
set out in Article V of this Plan.


 


2.5                                 “Company.”  Boise Cascade, L.L.C., a limited liability
company organized and existing under the laws of the state of Delaware, or its
successor or successors.


 


2.6                                 “Competitor.”  Any business, foreign or domestic, which is
engaged, at any time relevant to the provisions of this Plan, in the
manufacture, sale, or distribution of products, or in the providing of
services, in competition with products manufactured, sold, or distributed, or
services provided, by the Company or any subsidiary, partnership, or joint
venture of the Company.  The
determination of whether a business is a Competitor shall be made by the
Company’s General Counsel, in his or her sole discretion.


 


2.7                                 Construction. 
Except to the extent preempted by federal law, this Plan shall be
construed according to the laws of the state of Idaho.  The words “hereof,” “herein,” “hereunder” and
other similar compounds of the word “here” shall mean and refer to the entire
Plan, not to any particular provision or section.


 


2.8                                 “Deferred Compensation and Benefits
Trust.”  The irrevocable trust (the “DCB
Trust”) which may be established by the Company with an independent trustee for
the benefit of persons entitled to receive payments or benefits hereunder,


 


3

















 


the assets of which will be subject to claims of the Company’s
creditors in the event of bankruptcy or insolvency.


 


2.9                                 “Early Retirement.”  The termination of employment of an Executive
Officer prior to his or her Normal Retirement Date but after the Executive
Officer has completed 10 or more years of service and has reached the age
of at least 58 years (or, for Executive Officers elected as such by Boise
Cascade Corporation prior to June 1, 2004, 55 years).


 


2.10                           “Early Retirement Benefits.”  The benefits that will be paid to an
Executive Officer who retires from the Company under the provisions of this
Plan.


 


2.11                           “Early Retirement Date.”  The date of an Executive Officer’s Early
Retirement, as defined in Section 2.9.


 


2.12                           “Effective Date.”  October 29, 2004, or the date this Plan
becomes effective as established by the Board, whichever is later.


 


2.13                           “Executive Officer.”  A Transferred Executive Officer who has been
duly elected by the Board to serve as an executive officer of the Company in
accordance with the Company’s bylaws but not including assistant treasurers or
assistant secretaries.


 


2.14                           “Involuntary Retirement.”  The termination of employment of an Executive
Officer by action of the Company or the Board prior to an Executive Officer’s
Normal Retirement Date but after the Executive Officer has completed 10 or
more years of service and has reached the age of at least 58 years (or,
for Executive Officers elected as such by Boise Cascade Corporation prior to June 1,
2004, 55 years).


 


2.15                           “Normal Retirement Date.” The
first day of the month on or after an Executive Officer’s 65th birthday.


 


2.16                           “Salaried Plan.”  The Boise Cascade, L.L.C. Pension Plan for
Salaried Employees and the Boise Cascade, L.L.C. Supplemental Pension Plan as
they currently are in effect and as amended from time to time after the
Effective Date of this Plan.


 


2.17                           “Transferred Executive Officer.”  An employee who has been duly elected by the
Board to serve as an executive officer of the Company in accordance with the
Company’s bylaws (but not including assistant treasurers or assistant
secretaries), and who had been a participant in the Boise Cascade Corporation Supplemental
Early Retirement Plan for Executive Officers immediately prior to the Closing
Date.


 


4

















 


ARTICLE III — ELIGIBILITY FOR EARLY RETIREMENT
BENEFITS


 


3.1                                 Eligibility. 
An Executive Officer (i) with 10 or more years of service with
the Company, as defined in the Salaried Plan; (ii) who has served as an
Executive Officer of the Company for at least 5 full years measured from
the date of his or her election to such office; and (iii) whose employment
with the Company is terminated through Involuntary Retirement, or who elects Early
Retirement, shall receive the Early Retirement Benefits as set forth in Article IV
hereof; provided, however, if an Executive Officer’s employment is terminated
for “disciplinary reasons,” as that term is used in the Company’s Corporate
Policy 10.2, Termination of Employment, as amended from time to time, such
Executive Officer shall not be eligible to receive any benefits under this
Plan.  For purposes of this Plan, an
Executive Officer’s years of service with the Company shall include his or her
years of service with Boise Cascade Corporation, and an Executive Officer’s
years of service as an Executive Officer of the Company shall include his or
her years of service as an Executive Officer of Boise Cascade Corporation.


 


3.2                                 Notice.  If an
Executive Officer is required to take Involuntary Retirement under this Plan,
he or she shall be given a written notice thereof and shall be advised of the
Early Retirement Benefits to be paid hereunder. 
Additionally, any eligible Executive Officer desiring to elect Early
Retirement shall notify the Company of his or her decision, in writing, at
least 30 days in advance of the Early Retirement Date.


 


ARTICLE IV — EARLY RETIREMENT BENEFITS


 


4.1                                 Computation of Early Retirement Benefits. 
The Early Retirement Benefits payable to any Executive Officer who is
eligible for such benefits under Section 3.1 hereof shall be calculated as
follows:


 


Until age 65, the Early Retirement Benefits payable
hereunder shall be an amount equal to the Basic Pension Benefit that would have
been payable in the form of a single life annuity at age 65 under the
Salaried Plan (before reduction to reflect any retirement option selected by
the Executive Officer pursuant to Article VII of the Salaried Plan)
without reduction on account of early retirement, provided, however, that any
such Early Retirement Benefits shall exclude the amounts of any such benefits
that are based on or relate to years of service performed for Boise Cascade
Corporation and that are payable under either the Boise Cascade Corporation
Spun-off Pension Plan for Salaried Employees or the Boise Cascade Corporation
Supplemental Early Retirement Plan for Executive Officers or would have been
payable under such plans as of the day before the Closing Date if all vesting
and eligibility provisions thereunder are deemed to have been met.  To the extent that the Boise Cascade
Corporation Supplemental Early Retirement Plan for Executive Officers is
terminated and participants thereunder are paid out in a lump sum in connection
with such termination prior to the payment of benefits under this Plan, such
lump sum (or its actuarial equivalent) shall be excluded from the benefits
payable under this Section 4.1.


 


5

















 


If the calculations made pursuant to this section
produce no Early Retirement Benefits for an Executive Officer, then this Plan
shall not apply to that Executive Officer. 
The Company will be secondarily liable for the payment of any amounts
that are payable from the Salaried Plan.


 


4.2                                 Manner and Adjustment of Payment. 
The Early Retirement Benefits, as computed in Section 4.1 and as
provided hereunder, shall, except as provided in Section 4.5, become an
unfunded general obligation of the Company and shall be paid to the Executive
Officer in monthly installments as a supplemental retirement benefit.  The Early Retirement Benefits shall be paid
in the form of a single life annuity until the earlier of the Participant’s
death or the date the Participant reaches age 65.  Payment of Early Retirement Benefits shall
commence as soon as practicable following the Participant’s Early Retirement or
Involuntary Retirement.  For purposes of Section 409A
of the Internal Revenue Code, the date of the Participant’s Early Retirement or
Involuntary Retirement shall be the “designated payment date.”


 


4.3                                 Executive Officer Not to Compete. 
If an Executive Officer who is receiving Early Retirement Benefits
hereunder and who has not yet reached his or her Normal Retirement Date
provides significant services as an employee or consultant, or otherwise
renders services of a significant nature for remuneration, to a Competitor, the
Company may, in its discretion, cancel all further Early Retirement Benefits
due to be payable to the Executive Officer hereunder, and after the date of
cancellation, the Executive Officer shall forfeit all future benefits under
this Plan.  The Company may, in its
discretion, consent to an Executive Officer’s rendering services to a
Competitor, and if it does consent, it may place whatever limitations it
considers appropriate on the consent.  If
the Executive Officer breaches the terms of the consent, the Company may, in
its discretion, cancel all further Early Retirement Benefits due to be payable to
the Executive Officer hereunder, and after the date of cancellation, the
Executive Officer shall forfeit all future benefits under this Plan.


 


4.4                                 Supplemental
Survivor’s Retirement Benefit.  If an Executive Officer terminates employment
at any age by reason of death, his or her spouse, if any, shall be eligible to
receive a supplemental Survivor’s Retirement Benefit under this Plan.  The amount of the supplemental Survivor’s
Retirement Benefit payable under this section shall be equal to the difference
between the Survivor’s Retirement Benefit payable under the terms of the
Salaried Plan and the amount to which the spouse would be entitled under the
terms of both this Plan and the Salaried Plan if the Executive Officer, without
regard to the requirements of Section 3.1 of this Plan, had elected early
retirement on the date of his or her death and had elected to receive benefits
in the form of a 100% Joint and Survivor Annuity with the spouse as joint
annuitant, provided that if the Executive Officer dies prior to reaching age
55, the otherwise unreduced benefit payable under this Plan shall be
actuarially reduced to reflect the Executive Officer’s age at death.  Payment of this benefit shall commence as
soon as practicable
following the Participant’s death.  For
purposes of Section 409A of the Internal Revenue Code, the date of the
Participant’s death shall be the “designated


 


6

















 


payment date.”  A surviving spouse shall not be eligible for
a supplemental survivor’s benefit under this Plan unless the spouse is eligible
for a survivor’s benefit under the terms of the Salaried Plan.


 


Notwithstanding the foregoing, any benefits received pursuant to this
section shall exclude the amounts of any such benefits that are based on or
relate to an Executive Officer’s years of service performed for Boise Cascade
Corporation and that are payable under either the Boise Cascade Corporation
Spun-off Pension Plan for Salaried Employees or the Boise Cascade Corporation
Supplemental Early Retirement Plan for Executive Officers or would have been
payable under such plans as of the day before the Closing Date if all vesting
and eligibility provisions thereunder are deemed to have been met.  To the extent that the Boise Cascade Corporation
Supplemental Early Retirement Plan for Executive Officers is terminated and
participants and surviving spouses thereunder are paid out in a lump sum in
connection with such termination prior to the payment of benefits under this
Plan, such lump sum (or its actuarial equivalent) shall be excluded from the
benefits payable under this Section 4.4.


 


4.5                                 Deferred Compensation and Benefits Trust. 
Upon the occurrence of a Change in Control of the Company or at any time
thereafter, the Company, in its sole discretion, may transfer to the DCB Trust
cash, marketable securities, or other property acceptable to the trustee to pay
the Company’s obligations under this Plan in whole or in part (the “Funding
Amount”).  Any cash, marketable
securities, and other property so transferred shall be held, managed, and
disbursed by the trustee subject to and in accordance with the terms of the DCB
Trust.  In addition, from time to time,
the Company may make additional transfers of cash, marketable securities, or
other property acceptable to the trustee as desired by the Company in its sole
discretion to maintain or increase the Funding Amount with respect to this
Plan.  The assets of the DCB Trust, if
any, shall be used to pay benefits under this Plan, except to the extent the
Company pays such benefits.  The Company
and any successor shall continue to be liable for the ultimate payment of those
benefits.


 


4.6                                 Section 457A
Distributions for Participants with Vested Benefits as of December 31,
2008.  Notwithstanding anything to
the contrary in the Plan, the following provisions shall apply with respect to
a Participant who, as of December 31, 2008, has met the requirements for
Early Retirement as defined in Section 2.9.


 


4.6.1  The Participant’s Early Retirement Benefits
shall be paid out during the last taxable year beginning before January 1,
2018, to the extent that Internal Revenue Code Section 457A (“Section 457A”)
applies to the Plan and requires inclusion of such benefits in the Participant’s
gross income at that time and to the extent that such benefits have not already
been paid out pursuant to another provision of this Plan.


 


4.6.2  The increase in a Participant’s Early
Retirement Benefits, if any, attributable to services performed during 2009
which is includible in the


 


7

















 


Participant’s income for 2009 pursuant to Section 457A
shall be paid to the Participant within the time permitted under Section 457A
and applicable guidance and regulations. 
The calculation of Early Retirement Benefits payable in the future shall
take this payment into account.


 


4.6.3  The changes in the time of payment made
pursuant to this Section 4.6 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 4.6 will not be treated as an impermissible
acceleration under Internal Revenue Code Section 409A.


 


ARTICLE V — DUTIES


 


5.1                                 Committee’s Powers. 
Except as otherwise provided in the Plan with regard to the powers of
the Company, the Committee shall have control of administration of the Plan,
with all powers necessary to enable it to carry out its duties hereunder.  The Committee shall have the right to inspect
the records of the Company whenever such inspection may be reasonably necessary
in order to determine any fact pertinent to the performance of the duties of
the Committee.  The Committee, however,
shall not be required to make such inspection but may, in good faith, rely on
any statement of the Company or any of its officers or employees.


 


5.2                                 Copy of Plan to Be Furnished. 
The Committee shall furnish a copy of this Plan to all Executive
Officers of the Company who are or become entitled to be covered under this
Plan as eligible Executive Officers.


 


5.3                                 Records.  The Committee
shall keep a complete record of all its proceedings and all data necessary for
administration of the Plan.


 


5.4                                 Appeal Procedure. 
If any Executive Officer feels aggrieved by any decision of the
Committee concerning his or her benefits hereunder, the Committee shall
provide, upon written request of the Executive Officer, specific written reasons
for the decision.  The Committee shall
afford an Executive Officer, whose claim for benefits has been denied,
60 days from the date notice of denial is mailed in which to request a
hearing before the Committee.  If an
Executive Officer requests a hearing, the Committee shall review the written
comments, oral statements, and any other evidence presented on behalf of the
Executive Officer at the hearing and render its decision within 60 days of
such hearing.  If the Executive Officer
still feels aggrieved by the Committee’s decision concerning his or her
benefits hereunder, the Executive Officer can request the Executive
Compensation Committee of the Board to review his or her case.  The request for hearing must be made in
writing within 60 days from the date of the Committee’s decision.  The Executive Compensation Committee of the
Board shall review said decision within 4 months after receiving the
Executive Officer’s request for


 


8

















 


review and shall, within a reasonable time thereafter, render a
decision respecting the Executive Officer’s claim, which shall be final,
binding and conclusive.


 


If any Executive Officer feels aggrieved by any
decision of the Company concerning his or her rights hereunder, the Company shall
provide, upon the written request of the Executive Officer, specific written
reasons for its decision.  If the
Executive Officer is not satisfied with the Company’s decision with respect to
his or her rights, the Executive Officer can request the Executive Compensation
Committee of the Board to review his or her case.  The Executive Officer’s request must be made
within 60 days of the mailing of the Company’s written decision, and the
Executive Compensation Committee of the Board will handle the review in the
same manner as set forth above with respect to appeals from Committee
decisions.


 


ARTICLE VI — AMENDMENT AND TERMINATION


 


6.1                                 Amendment.  To provide
for contingencies which may require the clarification, modification, or
amendment of this Plan, the Company reserves the right to amend this Plan at
any time; provided, however, no amendment shall affect any benefits previously
granted hereunder to any Executive Officer who elected or was required,
pursuant to this Plan, to retire early.


 


6.2                                 Termination. 
It is the present intention of the Company to maintain this Plan
indefinitely.  Nonetheless, the Company
reserves the right, at any time, to terminate the Plan; provided, however, no
termination shall affect any benefits previously granted hereunder to an
Executive Officer who elected or was required, pursuant to this Plan, to retire
early.


 


ARTICLE VII — MISCELLANEOUS


 


7.1                                 Benefits Not Transferable or Assignable. 
None of the benefits, payments, proceeds, claims, or rights of any
Executive Officer hereunder shall be subject to the claim of any creditor of
the Executive Officer, other than the Company as permitted in Section 7.2,
nor shall any Executive Officer have any right to transfer, assign, encumber,
or otherwise alienate any of the benefits or proceeds which he or she may
expect to receive, contingently or otherwise, under this Plan.


 


7.2                                 Setoff.  The Company
shall have the right to withhold and deduct from payments due hereunder to any
Executive Officer any amounts owed by the Executive Officer to the Company or
its affiliates that were incurred prior to the Executive Officer’s Early
Retirement Date.


 


9