Exhibit 10.3


 


BOISE
INC.


Restricted Stock Unit Award Agreement


Directors


 


This Restricted Stock Unit Award Agreement (the “Agreement”) is made as of May     ,
2008 (the “Award Date”), by and between Boise Inc. (“Boise”) and                                       
(“Director” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan
(the “Plan”) and pursuant to the following terms:


 


1.             Terms and
Conditions; Definitions.  This Award is subject to all the terms and
conditions of the Plan.  All capitalized
terms not defined in this Agreement shall have the meaning stated in the Plan.


 


2.             Award.  You are awarded                       
restricted stock units (RSUs), at no cost to you, subject to the restrictions
set forth in the Plan and this Agreement. 
These RSUs are the “Award.”


 


3.             Restriction
Period.  The Award shall vest and
become payable on February 28, 2009. 
Any units not vested on or before February 28, 2009, shall be
forfeited.


 


4.             Termination as
Director.  If you
separate from service as a director before February 28, 2009, your Award
will be treated as follows.


 


4.1           If your separation from service is due to your
death, disability (as defined pursuant to Section 409A of the Internal
Revenue Code and the regulations thereunder), failure to be re-elected by
shareholders as a director, or resignation following a Change in Control event
or other restructuring of Boise (as determined in the sole discretion of Boise’s
board of directors as constituted immediately prior to the Change in Control or
restructuring event), all RSUs not vested at the time of your Termination of
Employment will vest and become payable on the date of your death, disability,
or other separation from service.


 


4.2           If your separation from service is due to any reason
other than those enumerated in Section 4.1, a pro rata portion of the
Award will vest and become payable on the date of your separation from
service.  The pro rata portion will be
calculated based on the number of full calendar months of your service as a
director from February 28, 2008, through the date of your termination of
service as a director, divided by twelve. 
Any unvested RSUs remaining after the pro rata calculation will be
forfeited.


 


4.3           For purposes of this Award, a separation from
service as a director will not be deemed to have occurred if you continue to
provide services to Boise or a subsidiary as an independent contractor or
consultant or in any other capacity after you cease being a director.  In this case, your separation from service
will be deemed to occur on the date your service contract expires 


 

















 


without intent to renew or to provide further services, or, if no
contract exists, on the date you cease providing all services to Boise and its
subsidiaries.  The determination of
whether and when a separation from service has occurred will be made based on
specific facts and circumstances and will comply with the requirements of Section 409A
of the Internal Revenue Code and the regulations thereunder.


 


5.             No Transfer.  The RSUs awarded pursuant to this Agreement
cannot be sold, assigned, pledged, hypothecated, transferred, or otherwise
encumbered prior to vesting.  Any attempt
to transfer your rights in the awarded RSUs prior to vesting will result in the
immediate forfeiture of the awarded RSUs.


 


6.             Rights.  With respect to the awarded RSUs, you are not
a shareholder and do not have any voting rights.  You shall not be entitled to receive any
dividends, notional or otherwise, with respect to the RSUs during the
restriction period prior to vesting.


 


7.             Payment.  Vested
RSUs will be paid to you in whole shares of Boise common stock.  Partial shares, if any, will be paid in
cash.  The designated payment date for
purposes of Section 409A of the Internal Revenue Code and the regulations
thereunder for RSUs vesting pursuant to Section 4 shall be the date of
death, disability, or separation from service, as appropriate.  Delivery of shares and/or payment of cash
pursuant to this Agreement shall be made as soon as practicable following
vesting and in any case by the later of December 31st of the
calendar year in which the vesting date or designated payment date occurs or
the 15th day of the third calendar month following the vesting date
or designated payment date.


 


You must sign this
Agreement and return it to Boise’s Compensation Department on or before May 30,
2008, in order for the Award to be effective.  If this Agreement is not received by the
Compensation Department on or before May 30, 2008, the Award will
be forfeited.  Return your executed
Agreement to:  Jeannine Sims,
Compensation Department, Boise Paper Holdings, L.L.C., P.O. Box 990050,
Boise, ID  83799-0050, or fax your signed
form to 208-333-1846.


 


	
  Boise
  Inc.

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Printed
  Name: