Exhibit 10.1


 


BOISE
INC.


Annual
Incentive Award Notification


Corporate


President
and Chief Executive Officer


 


This Annual Incentive Award (“Award”) is granted
on April 3, 2008, by Boise Inc. (“Boise”) to Alexander Toeldte (“Awardee”
or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”)
and pursuant to the following terms:


 


1.             This Award is subject to all the terms and conditions of
the Plan.  An Award is not earned until
paid.


 


2.             For purposes of this Award, the following
terms shall have the meanings stated below. 
All capitalized terms not defined in this Award Notification shall have
the meaning stated in the Plan.


 


2.1.          “Award Period” means April 1, 2008,
through December 31, 2008.


 


2.2.          “Compensation” means your base salary, holiday
pay, and any YTO actually paid during the 2008 calendar year for services
rendered to Boise, a Boise subsidiary, or a predecessor company, plus any
amounts deferred by you during the 2008 calendar year pursuant to an election
under any savings/401(k) plan, deferred compensation plan, pretax premium
medical plan, or flexible spending account plan sponsored by Boise, a Boise
subsidiary, or a predecessor company. 
Neither (i) payments made under salary continuation, Workers’
Compensation, accident and sickness, or long-term disability nor (ii) any
special payments (such as excellence awards or retention bonuses) are
considered Compensation.  Compensation
shall not include amounts realized upon the exercise of stock options or other
long-term incentive compensation, reimbursement of moving expenses, any form of
imputed income, or any tax gross-ups, without regard to whether such amounts
constitute taxable income to you.  The
determination of whether specific amounts or payments are Compensation for
purposes of this Plan is at Boise’s sole and absolute discretion.


 


2.3.          “Incentive Cash Flow” means EBITDA
(earnings before interest, taxes, and non-cash items such as depreciation,
depletion, and amortization), adjusted for non-cash long-term compensation,
less a charge for working capital.  The
charge for working capital is 15% per year (1.25% per month) times the working
capital balance (excluding cash). 
Incentive Cash Flow may be calculated at a corporate, division, or
location level.


 


2.4.          “Affordability Cap” means the total
dollar amount allowable (based on specified levels of EBITDA) for all
company-wide incentive Awards (including all divisions and business units), as
established and approved by the Board. 
The total aggregate awards of all incentive plans, whether paid
quarterly or annually, are subject to the Affordability Cap.  If the Cap is exceeded, all awards are
reduced pro rata.  The attached chart
identifies Affordability Cap amounts for specified levels of EBITDA.  For this purpose, EBITDA means the EBITDA
dollar amount set out in Boise’s Form 10-K, taking into account any
adjustments deemed appropriate by the Board.


 


2.5.          “Safety” means the recordable incident
rate (“RIR”) for Boise, including international operations. The RIR shall be
calculated as the number of recordable incidents occurring during
the Award Period plus 16, multiplied by 200,000, then divided by the number of
hours worked during the Award Period plus 2,403,955.


 

















 


3.             Your target award percentage is 100% of
your Base Salary.


 


4.             The Performance Goals applicable to your
Award are corporate Incentive Cash Flow and Safety.  All Performance Goal calculations, including
Compensation, corporate Incentive Cash Flow, Affordability Cap, Safety, and any
other performance objectives, shall be made by the Committee, in its sole
discretion.  Your Award will be
determined as follows:


 


4.1.          Corporate Incentive Cash Flow. 
90% of your Award will be based on corporate Incentive Cash Flow.  Target corporate Incentive Cash Flow has been
established.  The Committee will
determine actual corporate Incentive Cash Flow and, using the attached payout
chart, a payout multiple will be identified. 
To calculate the corporate Incentive Cash Flow portion of the payout,
your Base Salary will be multiplied by your target award
percentage; that result will then be multiplied by the identified corporate
Incentive Cash Flow payout multiple; and that result will be multiplied by 90%.


 


4.2.          Safety Adjustment. 
10% of your Award will be based on Safety.  The target recordable incident rate is
1.8.  The attached chart identifies
payout multiples for specified levels of Safety.  At the end of the Award Period, the Committee
will identify a Safety payout multiple based on RIR results for the Award
Period and the attached chart.  To
calculate the Safety portion of the payout, your Compensation will be
multiplied by your target award percentage; that result will then be multiplied by
the identified Safety payout multiple; and that result will be multiplied by
10%.  If the RIR is greater than 2.0, the
Safety payout will be zero.


 


4.3.          Affordability Cap Adjustment. 
The target award amount will also be adjusted, on a pro rata basis,
based on the Affordability Cap funds available for the Award Period.


 


4.4.          Additional Adjustments. 
Notwithstanding your Performance Goals, the Committee reserves the right
to reduce or eliminate the target award amount, at any time until paid, in its
sole and absolute discretion, whether or not the Performance Goals have been
met.  Such reduction or elimination shall
be based upon such factors as the Committee deems relevant to its
determination.


 


4.5.          General Terms. 
Payout multiples between numbers indicated on the chart will be
calculated using straight-line interpolation. 
Your Award is capped at 2.25 times your target award percentage.


 


5.             This Award, if any, will be paid in cash,
as soon as practical following the end of the Award Period and the Committee’s
certification of Performance Goal results and the amount of the Award, but in
any case no later than March 15, 2009.


 


6.             (a)           If
during the Award Period you (i) terminate employment for any reason
after reaching age 55 with ten or more years of employment with Boise; (ii) become
totally disabled; (iii) die; (iv) are excluded from participation by
the Committee’s decision (other than by termination of employment) or become
ineligible to participate by reason of transfer to a different position,
reduction in hours, or otherwise; or (v) terminate employment as a direct
result of a reduction in force or the sale or permanent closure of a division
or facility of Boise or a subsidiary or as a direct result of a merger,
reorganization, sale, or restructuring of all or part of Boise or a subsidiary,
you will cease to be a Participant in the Plan with respect to this Award as of
the day that event occurs.  In these
cases, you (or your estate in the case of death) will receive an Award, if an
Award is paid, based on the Compensation received from January 1, 2008,
through the date you cease to be a Participant.


 


(b)           If you terminate employment with Boise during the
Award Period other than as described in Section 6(a), whether voluntarily
or involuntarily, with or without cause, you are not eligible to receive any
Award for the Award Period.


 


2

















 


(c)           If you terminate employment with Boise
after the last day of the Award Period but before the Award is paid, other than
as described in Section 6(a), whether voluntarily or involuntarily, with
or without cause, you may or may not be eligible to receive any Award for the
Award Period, as determined by the Committee in its sole and absolute
discretion.


 


7.             If any provision of this Award or the
Plan is held to be illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining terms of the Award and/or Plan, and they shall
be construed and enforced as if the illegal or invalid provision were not
included.


 


[Graphics]


 


 


BOISE
INC.


Annual
Incentive Award Notification


Corporate


Senior
Vice President and Chief Financial Officer


 


This Annual Incentive Award (“Award”) is granted
on April 3, 2008, by Boise Inc. (“Boise”) to Robert M. McNutt (“Awardee”
or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”)
and pursuant to the following terms:


 


1.             This Award is subject to all the terms and conditions of
the Plan.  An Award is not earned until
paid.


 


2.             For purposes of this Award, the following
terms shall have the meanings stated below. 
All capitalized terms not defined in this Award Notification shall have
the meaning stated in the Plan.


 


2.1.          “Award Period” means April 1, 2008,
through December 31, 2008.


 


2.2.          “Compensation” means your base salary,
holiday pay, and any YTO actually paid during the 2008 calendar year for services
rendered to Boise, a Boise subsidiary, or a predecessor company, plus any
amounts deferred by you during the 2008 calendar year pursuant to an election
under any savings/401(k) plan, deferred compensation plan, pretax premium
medical plan, or flexible spending account plan sponsored by Boise, a Boise
subsidiary, or a predecessor company. 
Neither (i) payments made under salary continuation, Workers’
Compensation, accident and sickness, or long-term disability nor (ii) any
special payments (such as excellence awards or retention bonuses) are
considered Compensation.  Compensation
shall not include amounts realized upon the exercise of stock options or other
long-term incentive compensation, reimbursement of moving expenses, any form of
imputed income, or any tax gross-ups, without regard to whether such amounts
constitute taxable income to you.  The
determination of whether specific amounts or payments are Compensation for
purposes of this Plan is at Boise’s sole and absolute discretion.


 


2.3.          “Incentive Cash Flow” means EBITDA
(earnings before interest, taxes, and non-cash items such as depreciation,
depletion, and amortization), adjusted for non-cash long-term compensation,
less a charge for working capital.  The
charge for working capital is 15% per year (1.25% per month) times the working
capital balance (excluding cash). 
Incentive Cash Flow may be calculated at a corporate, division, or
location level.


 


2.4.          “Affordability Cap” means the total
dollar amount allowable (based on specified levels of EBITDA) for all
company-wide incentive Awards (including all divisions and business units), as
established and approved by the Board. 
The total aggregate awards of all 


 


3

















 


incentive plans, whether paid quarterly or annually, are subject to the
Affordability Cap.  If the Cap is
exceeded, all awards are reduced pro rata. 
The attached chart identifies Affordability Cap amounts for specified
levels of EBITDA.  For this purpose,
EBITDA means the EBITDA dollar amount set out in Boise’s Form 10-K, taking
into account any adjustments deemed appropriate by the Board.


 


2.5.          “Safety” means the recordable incident
rate (“RIR”) for Boise, including international operations. The RIR shall be
calculated as the number of recordable incidents occurring during
the Award Period plus 16, multiplied by 200,000, then divided by the number of
hours worked during the Award Period plus 2,403,955.


 


3.             Your target award percentage is 65% of
your Base Salary.


 


4.             The Performance Goals applicable to your
Award are corporate Incentive Cash Flow and Safety.  All Performance Goal calculations, including
Compensation, corporate Incentive Cash Flow, Affordability Cap, Safety, and any
other performance objectives, shall be made by the Committee, in its sole
discretion.  Your Award will be
determined as follows:


 


4.1.          Corporate Incentive Cash Flow. 
90% of your Award will be based on corporate Incentive Cash Flow.  Target corporate Incentive Cash Flow has been
established.  The Committee will
determine actual corporate Incentive Cash Flow and, using the attached payout
chart, a payout multiple will be identified. 
To calculate the corporate Incentive Cash Flow portion of the payout,
your Base Salary will be multiplied by your target award
percentage; that result will then be multiplied by the identified corporate
Incentive Cash Flow payout multiple; and that result will be multiplied by 90%.


 


4.2.          Safety Adjustment. 
10% of your Award will be based on Safety.  The target recordable incident rate is 1.8.  The attached chart identifies payout multiples
for specified levels of Safety.  At the
end of the Award Period, the Committee will identify a Safety payout multiple
based on RIR results for the Award Period and the attached chart.  To calculate the Safety portion of the
payout, your Compensation will be multiplied by your target award
percentage; that result will then be multiplied by the identified Safety payout
multiple; and that result will be multiplied by 10%.  If the RIR is greater than 2.0, the Safety
payout will be zero.


 


4.3.          Affordability Cap Adjustment. 
The target award amount will also be adjusted, on a pro rata basis,
based on the Affordability Cap funds available for the Award Period.


 


4.4.          Additional Adjustments. 
Notwithstanding your Performance Goals, the Committee reserves the right
to reduce or eliminate the target award amount, at any time until paid, in its
sole and absolute discretion, whether or not the Performance Goals have been
met.  Such reduction or elimination shall
be based upon such factors as the Committee deems relevant to its
determination.


 


4.5.          General Terms. 
Payout multiples between numbers indicated on the chart will be
calculated using straight-line interpolation. 
Your Award is capped at 2.25 times your target award percentage.


 


5.             This Award, if any, will be paid in cash,
as soon as practical following the end of the Award Period and the Committee’s
certification of Performance Goal results and the amount of the Award, but in
any case no later than March 15, 2009.


 


6.             (a)           If
during the Award Period you (i) terminate employment for any reason
after reaching age 55 with ten or more years of employment with Boise; (ii) become
totally disabled; (iii) die; (iv) are excluded from participation by
the Committee’s decision (other than by termination of employment) or become
ineligible to participate by reason of transfer to a different position, 


 


4

















 


reduction in
hours, or otherwise; or (v) terminate employment as a direct result of a
reduction in force or the sale or permanent closure of a division or facility
of Boise or a subsidiary or as a direct result of a merger, reorganization,
sale, or restructuring of all or part of Boise or a subsidiary, you will cease
to be a Participant in the Plan with respect to this Award as of the day that
event occurs.  In these cases, you (or
your estate in the case of death) will receive an Award, if an Award is paid,
based on the Compensation received from January 1, 2008, through the date
you cease to be a Participant.


 


(b)           If you terminate employment with Boise during the
Award Period other than as described in Section 6(a), whether voluntarily
or involuntarily, with or without cause, you are not eligible to receive any
Award for the Award Period.


 


(c)           If you terminate employment with Boise after the last
day of the Award Period but before the Award is paid, other than as described
in Section 6(a), whether voluntarily or involuntarily, with or without
cause, you may or may not be eligible to receive any Award for the Award
Period, as determined by the Committee in its sole and absolute discretion.


 


7.             If any provision of this Award or the
Plan is held to be illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining terms of the Award and/or Plan, and
they shall be construed and enforced as if the illegal or invalid provision
were not included.


 


[Graphics]


 


 


BOISE
INC.


Annual
Incentive Award Notification


Corporate


Senior
Vice President


 


This Annual Incentive Award (“Award”) is granted
on April 3, 2008, by Boise Inc. (“Boise”) to Robert E. Strenge (“Awardee”
or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”)
and pursuant to the following terms:


 


1.             This Award is subject to all the terms and conditions of
the Plan.  An Award is not earned until
paid.


 


2.             For purposes of this Award, the following
terms shall have the meanings stated below. 
All capitalized terms not defined in this Award Notification shall have
the meaning stated in the Plan.


 


2.1.          “Award Period” means April 1, 2008,
through December 31, 2008.


 


2.2.          “Compensation” means your base salary,
holiday pay, and any YTO actually paid during the 2008 calendar year for
services rendered to Boise, a Boise subsidiary, or a predecessor company, plus
any amounts deferred by you during the 2008 calendar year pursuant to an
election under any savings/401(k) plan, deferred compensation plan, pretax
premium medical plan, or flexible spending account plan sponsored by Boise, a
Boise subsidiary, or a predecessor company. 
Neither (i) payments made under salary continuation, Workers’
Compensation, accident and sickness, or long-term disability nor (ii) any
special payments (such as excellence awards or retention bonuses) are
considered Compensation.  Compensation
shall not include amounts realized upon the exercise of stock options or other
long-term incentive compensation, reimbursement of moving expenses, any form of
imputed income, or any tax gross-ups, without regard to whether such amounts constitute
taxable income to you.  The determination
of whether specific amounts or payments are Compensation for purposes of this
Plan is at Boise’s 


 


5

















 


sole and absolute discretion.


 


2.3.          “Incentive Cash Flow” means EBITDA
(earnings before interest, taxes, and non-cash items such as depreciation,
depletion, and amortization), adjusted for non-cash long-term compensation,
less a charge for working capital.  The
charge for working capital is 15% per year (1.25% per month) times the working
capital balance (excluding cash). 
Incentive Cash Flow may be calculated at a corporate, division, or
location level.


 


2.4.          “Affordability Cap” means the total
dollar amount allowable (based on specified levels of EBITDA) for all
company-wide incentive Awards (including all divisions and business units), as
established and approved by the Board. 
The total aggregate awards of all incentive plans, whether paid
quarterly or annually, are subject to the Affordability Cap.  If the Cap is exceeded, all awards are
reduced pro rata.  The attached chart
identifies Affordability Cap amounts for specified levels of EBITDA.  For this purpose, EBITDA means the EBITDA
dollar amount set out in Boise’s Form 10-K, taking into account any adjustments
deemed appropriate by the Board.


 


2.5.          “Safety” means the recordable incident
rate (“RIR”) for Boise, including international operations. The RIR shall be
calculated as the number of recordable incidents occurring during
the Award Period plus 16, multiplied by 200,000, then divided by the number of
hours worked during the Award Period plus 2,403,955.


 


3.             Your target award percentage is 65% of
your Base Salary.


 


4.             The Performance Goals applicable to your
Award are corporate Incentive Cash Flow and Safety.  All Performance Goal calculations, including
Compensation, corporate Incentive Cash Flow, Affordability Cap, Safety, and any
other performance objectives, shall be made by the Committee, in its sole
discretion.  Your Award will be
determined as follows:


 


4.1.          Corporate Incentive Cash Flow. 
90% of your Award will be based on corporate Incentive Cash Flow.  Target corporate Incentive Cash Flow has been
established.  The Committee will
determine actual corporate Incentive Cash Flow and, using the attached payout
chart, a payout multiple will be identified. 
To calculate the corporate Incentive Cash Flow portion of the payout,
your Base Salary will be multiplied by your target award
percentage; that result will then be multiplied by the identified corporate
Incentive Cash Flow payout multiple; and that result will be multiplied by 90%.


 


4.2.          Safety Adjustment. 
10% of your Award will be based on Safety.  The target recordable incident rate is
1.8.  The attached chart identifies
payout multiples for specified levels of Safety.  At the end of the Award Period, the Committee
will identify a Safety payout multiple based on RIR results for the Award
Period and the attached chart.  To
calculate the Safety portion of the payout, your Compensation will be multiplied
by your target award percentage; that result will then be multiplied by
the identified Safety payout multiple; and that result will be multiplied by
10%.  If the RIR is greater than 2.0, the
Safety payout will be zero.


 


4.3.          Affordability Cap Adjustment. 
The target award amount will also be adjusted, on a pro rata basis,
based on the Affordability Cap funds available for the Award Period.


 


4.4.          Additional Adjustments. 
Notwithstanding your Performance Goals, the Committee reserves the right
to reduce or eliminate the target award amount, at any time until paid, in its
sole and absolute discretion, whether or not the Performance Goals have been
met.  Such reduction or elimination shall
be based upon such factors as the Committee deems relevant to its determination.


 


6

















 


4.5.          General Terms. 
Payout multiples between numbers indicated on the chart will be
calculated using straight-line interpolation. 
Your Award is capped at 2.25 times your target award percentage.


 


5.             This Award, if any, will be paid in cash,
as soon as practical following the end of the Award Period and the Committee’s
certification of Performance Goal results and the amount of the Award, but in
any case no later than March 15, 2009.


 


6.             (a)           If
during the Award Period you (i) terminate employment for any reason
after reaching age 55 with ten or more years of employment with Boise; (ii) become
totally disabled; (iii) die; (iv) are excluded from participation by
the Committee’s decision (other than by termination of employment) or become
ineligible to participate by reason of transfer to a different position,
reduction in hours, or otherwise; or (v) terminate employment as a direct
result of a reduction in force or the sale or permanent closure of a division
or facility of Boise or a subsidiary or as a direct result of a merger,
reorganization, sale, or restructuring of all or part of Boise or a subsidiary,
you will cease to be a Participant in the Plan with respect to this Award as of
the day that event occurs.  In these
cases, you (or your estate in the case of death) will receive an Award, if an
Award is paid, based on the Compensation received from January 1, 2008,
through the date you cease to be a Participant.


 


(b)           If you terminate employment with Boise during the
Award Period other than as described in Section 6(a), whether voluntarily
or involuntarily, with or without cause, you are not eligible to receive any
Award for the Award Period.


 


(c)           If you terminate employment with Boise after the last
day of the Award Period but before the Award is paid, other than as described
in Section 6(a), whether voluntarily or involuntarily, with or without
cause, you may or may not be eligible to receive any Award for the Award
Period, as determined by the Committee in its sole and absolute discretion.


 


7.             If any provision of this Award or the
Plan is held to be illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining terms of the Award and/or Plan, and
they shall be construed and enforced as if the illegal or invalid provision
were not included.


 


[Graphics]


 


 


BOISE
INC.


Annual
Incentive Award Notification


Corporate


Vice
President


 


This Annual Incentive Award (“Award”) is granted
on April 3, 2008, by Boise Inc. (“Boise”) to Judith Lassa (“Awardee” or “you”)
pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) and
pursuant to the following terms:


 


1.             This Award is subject to all the terms and conditions of
the Plan.  An Award is not earned until
paid.


 


2.             For purposes of this Award, the following
terms shall have the meanings stated below. 
All capitalized terms not defined in this Award Notification shall have
the meaning stated in the Plan.


 


2.1.          “Award Period” means April 1, 2008,
through December 31, 2008.


 


2.2.          “Compensation” means your base salary,
holiday pay, and any YTO actually paid during the 2008 calendar year for
services rendered to Boise, a Boise subsidiary, or a 


 


7

















 


predecessor company, plus any amounts deferred by you during the 2008
calendar year pursuant to an election under any savings/401(k) plan,
deferred compensation plan, pretax premium medical plan, or flexible spending
account plan sponsored by Boise, a Boise subsidiary, or a predecessor
company.  Neither (i) payments made
under salary continuation, Workers’ Compensation, accident and sickness, or
long-term disability nor (ii) any special payments (such as excellence
awards or retention bonuses) are considered Compensation.  Compensation shall not include amounts
realized upon the exercise of stock options or other long-term incentive
compensation, reimbursement of moving expenses, any form of imputed income, or
any tax gross-ups, without regard to whether such amounts constitute taxable
income to you.  The determination of
whether specific amounts or payments are Compensation for purposes of this Plan
is at Boise’s sole and absolute discretion.


 


2.3.          “Incentive Cash Flow” means EBITDA
(earnings before interest, taxes, and non-cash items such as depreciation,
depletion, and amortization), adjusted for non-cash long-term compensation,
less a charge for working capital.  The
charge for working capital is 15% per year (1.25% per month) times the working
capital balance (excluding cash).  Incentive
Cash Flow may be calculated at a corporate, division, or location level.


 


2.4.          “Affordability Cap” means the total
dollar amount allowable (based on specified levels of EBITDA) for all
company-wide incentive Awards (including all divisions and business units), as
established and approved by the Board. 
The total aggregate awards of all incentive plans, whether paid
quarterly or annually, are subject to the Affordability Cap.  If the Cap is exceeded, all awards are
reduced pro rata.  The attached chart
identifies Affordability Cap amounts for specified levels of EBITDA.  For this purpose, EBITDA means the EBITDA
dollar amount set out in Boise’s Form 10-K, taking into account any
adjustments deemed appropriate by the Board.


 


2.5.          “Safety” means the recordable incident
rate (“RIR”) for Packaging and Newsprint. The RIR shall be calculated as the number of
recordable incidents occurring during the Award Period plus 4, multiplied by
200,000, then divided by the number of hours worked during the Award Period plus
723,706.


 


3.             Your target award percentage is 50% of
your Base Salary.


 


4.             The Performance Goals applicable to your
Award are corporate Incentive Cash Flow, Packaging Incentive Cash Flow, and
Safety.  All Performance Goal
calculations, including Compensation, corporate Incentive Cash Flow, Packaging
Incentive Cash Flow, Affordability Cap, Safety, and any other performance
objectives, shall be made by the Committee, in its sole discretion.  Your Award will be determined as follows:


 


4.1.          Corporate Incentive Cash Flow. 
20% of your Award will be based on corporate Incentive Cash Flow.  Target corporate Incentive Cash Flow has been
established.  The Committee will
determine actual corporate Incentive Cash Flow and, using the attached payout
chart, a payout multiple will be identified. 
To calculate the corporate Incentive Cash Flow portion of the payout,
your Base Salary will be multiplied by your target award
percentage; that result will then be multiplied by the identified corporate
Incentive Cash Flow payout multiple; and that result will be multiplied by 20%.


 


4.2.          Packaging Incentive Cash Flow. 
70% of your Award will be based on Packaging Incentive Cash Flow.  Target Packaging Incentive Cash Flow has been
established.  The Committee will
determine actual Packaging Incentive Cash Flow and, using the attached payout
chart, a payout multiple will be identified. 
To calculate the Packaging Incentive Cash Flow portion of the payout,
your Base Salary will be multiplied by your target award
percentage; that result will then be multiplied by the identified Packaging
Incentive Cash Flow payout multiple; and that result will be multiplied by 70%.


 


8

















 


4.3.          Safety Adjustment. 
10% of your Award will be based on Safety.  The target recordable incident rate is
1.9.  The attached chart identifies
payout multiples for specified levels of Safety.  At the end of the Award Period, the Committee
will identify a Safety payout multiple based on RIR results for the Award
Period and the attached chart.  To
calculate the Safety portion of the payout, your Compensation will be
multiplied by your target award percentage; that result will then be multiplied by
the identified Safety payout multiple; and that result will be multiplied by 10%.  If the RIR is greater than 2.1, the Safety
payout will be zero.


 


4.4.          Affordability Cap Adjustment. 
The target award amount will also be adjusted, on a pro rata basis,
based on the Affordability Cap funds available for the Award Period.


 


4.5.          Additional Adjustments. 
Notwithstanding your Performance Goals, the Committee reserves the right
to reduce or eliminate the target award amount, at any time until paid, in its
sole and absolute discretion, whether or not the Performance Goals have been
met.  Such reduction or elimination shall
be based upon such factors as the Committee deems relevant to its
determination.


 


4.6.          General Terms. 
Payout multiples between numbers indicated on the chart will be
calculated using straight-line interpolation. 
Your Award is capped at 2.25 times your target award percentage.


 


5.             This Award, if any, will be paid in cash,
as soon as practical following the end of the Award Period and the Committee’s
certification of Performance Goal results and the amount of the Award, but in
any case no later than March 15, 2009.


 


6.             (a)           If
during the Award Period you (i) terminate employment for any reason
after reaching age 55 with ten or more years of employment with Boise; (ii) become
totally disabled; (iii) die; (iv) are excluded from participation by
the Committee’s decision (other than by termination of employment) or become
ineligible to participate by reason of transfer to a different position,
reduction in hours, or otherwise; or (v) terminate employment as a direct
result of a reduction in force or the sale or permanent closure of a division
or facility of Boise or a subsidiary or as a direct result of a merger,
reorganization, sale, or restructuring of all or part of Boise or a subsidiary,
you will cease to be a Participant in the Plan with respect to this Award as of
the day that event occurs.  In these
cases, you (or your estate in the case of death) will receive an Award, if an
Award is paid, based on the Compensation received from January 1, 2008,
through the date you cease to be a Participant.


 


(b)           If you terminate employment with Boise during the
Award Period other than as described in Section 6(a), whether voluntarily
or involuntarily, with or without cause, you are not eligible to receive any
Award for the Award Period.


 


(c)           If you terminate employment with Boise after the last
day of the Award Period but before the Award is paid, other than as described
in Section 6(a), whether voluntarily or involuntarily, with or without
cause, you may or may not be eligible to receive any Award for the Award
Period, as determined by the Committee in its sole and absolute discretion.


 


7.             If any provision of this Award or the
Plan is held to be illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining terms of the Award and/or Plan, and
they shall be construed and enforced as if the illegal or invalid provision
were not included.


 


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