Exhibit 10.2


 


BOISE
INC.


Restricted Stock Award Agreement


Director


 


This Restricted Stock 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                       
shares of Boise’s common stock at no cost to you, subject to the restrictions
set forth in the Plan and this Agreement. 
These restricted shares are the “Award.”


 


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


 


4.             Termination of
Employment.  If you
terminate service as a director before February 28, 2009, your Award will
be treated as follows.


 


4.1           If your termination of service is due to your death,
disability, failure to be re-elected by shareholders as a director, or
resignation upon 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), the
restrictions on all shares will lapse and the shares will vest in full as of
the date of your termination of service as a director.


 


4.2           If your termination of service is due to any reason
other than those enumerated in Section 4.1, the restrictions on a pro rata
portion of the shares subject to the Award will lapse and that portion of the
shares will vest in full as of the date of your termination of service as a
director.  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 shares remaining after the pro rata calculation will be
forfeited as of the date of your termination of service.


 


5.             No Transfer.  The shares 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 shares prior to vesting will result in
the immediate forfeiture of the awarded shares.


 

















 


6.             Rights.  Except as otherwise provided in the Plan and
this Agreement, you have all the rights of a shareholder with respect to shares
awarded, including the right to vote. 
Partial shares, if any, will be paid in cash upon vesting.


 


7.             Section 83(b) Election.  You agree to make an “83(b) election” with
respect to this Award.  The election must
be filed with the Internal Revenue Service within 30 days of the Award
Date.  A copy must also be filed with
Boise within 10 days of the IRS filing 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: