**Exhibit 10.1**

EXECUTION COPY

 

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

 

THISSECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is made asof the 11th day of August, 2009, between Boise Cascade, L.L.C., a Delawarelimited liability company (the “Company”), and Duane C. McDougall (“Executive”)with the intention that it be effective on August 16, 2009 (the “SecondAmendment Effective Date”).

 

WHEREAS,Company and Executive are parties to an Employment Agreement dated November 20,2008 (as the same has been and may be amended from time to time, the “EmploymentAgreement”); and

 

WHEREAS,Company and Executive have agreed to make certain changes to the EmploymentAgreement.

 

NOWTHEREFORE, the parties do hereby agree as follows:

 

1.  Definitions.  All terms specifically defined in theEmployment Agreement shall have the same meaning when used herein.

 

2.  Position and Duties.  Section 2 of the Employment Agreement isamended and restated in its entirety to read as follows:

 

2.  Position and Duties.  During the Employment Period, Executive shallserve as Chairman of the Board of Directors of Holdings and shall have thenormal duties, responsibilities, functions and authority of such position,subject always to the power and authority of the Board of Directors of Holdingsas determined by its Operating Agreement, as from time to time in effect, andapplicable law.

 

3.  Compensation—Salary and Incentive Plans.  Section 3(a) of the EmploymentAgreement is amended and restated in its entirety to read as follows:

 

(a) From and after August 16, 2009 and until termination of the EmploymentPeriod, Executive’s base salary shall be $180,000 per annum (as adjusted fromtime to time in accordance with the following sentence, the “Base Salary”),which Base Salary shall be payable by the Company in regular installments inaccordance with the Company’s general payroll practices (in effect from time totime).  Executive and the Company shallreview the Base Salary each year during the Employment Period (beginning January 1,2010), and Executive may receive increases in his Base Salary from time totime, based upon his performance, subject to approval of the CompensationCommittee of the Holdings Board of Directors (the “Compensation Committee”).  Executive shall not participate in any shortterm or long term incentive compensation plan or 

 

programmade available to any of the Company’s other executives except as provided forin clause 3(c) below .  In addition,Executive shall not receive fees for participation in meetings of the HoldingsBoard of Directors or any committees thereof.

 

4.  Compensation—Benefits.  Section 3(b) of the EmploymentAgreement is amended and restated in its entirety to read as follows:

 

(b) During the Employment Period, Executive shall be entitled to participate in anyof the Company’s health and welfare and retirement plans that are generallyavailable to the Company’s salaried employees so long as the structure of hisemployment arrangement permits him to meet the qualifications for such participation.  Notwithstanding the foregoing, neitherExecutive nor his dependents shall participate in the Consumerwise MedicalBenefits Program under the Company’s Comprehensive Welfare Benefit Plan or anysuccessor plan thereto and the Company-provided life insurance available toExecutive shall be limited in accordance with Section 3 of the FirstAmendment to the Employment Agreement between Company and Executive dated February 20,2009.

 

5.  Compensation—Management Equity.  Section 3(c) of the EmploymentAgreement is amended and restated in its entirety to read as follows:

 

(c) Executive shall continue to participate in the Management Equity Program ofCompany’s parent company, Forest Products Holdings, L.L.C. (“FPH”), inaccordance with the Directors Equity Agreement dated April 3, 2006, asamended from time to time, between Executive and FPH and the Management EquityAgreement between Executive and FPH dated November 20, 2008, as amendedfrom time to time (including the amendment effected concurrently herewith by anagreement between Executive and FPH of even date herewith titled Amendment  No. 1 to Management Equity Agreement).

 

6.  Compensation—Boise Lodging and Travel.  Section 3(e) of the EmploymentAgreement is deleted in its entirety; provided that the tax reimbursement andgross up provisions of Section 3(e) of the Employment Agreement shallremain in effect solely in respect of taxes incurred for the Executive’scurrent tax year for benefits provided to Executive under Section 3(e) priorto the Second Amendment Effective Date. Such provisions shall survive any termination of the EmploymentAgreement until they are fully satisfied. Notwithstanding the foregoing, the Company shall reimburse the Executive’sreasonable costs and expenses of travel on Company business in accordance withthe Company’s policies respecting reimbursement of salaried employee businesstravel expenses as from time to time in effect.

 

7.  Term. Section 5 of the Employment Agreement is revised in its entirety toread as follows:

 

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5.  Term. From and after August 16, 2009, the Company’s employment ofExecutive and his tenure as the Chairman of the Board of Directors of Holdingsand as a member of the Board of Directors of Holdings shall be governed byprinciples of employment at will which shall permit either party to terminateExecutive’s employment by the Company, membership on the Holdings Board ofDirectors, and position as the Chairman of the Holdings Board of Directors withor without cause on 30 days’ written notice. Termination by the Company shall be effected only by duly taken actionof the Holdings Board of Directors (or Holdings’ voting equity holders inrespect of termination of Executive’s membership in the Holdings Board ofDirectors) which is communicated in writing to Executive.  Executive shall likewise give 30 days’written notice to the Company, Holdings and Madison Dearborn Partners, L.L.C.of his resignation from the employment relationship.

 

8.  Intellectual Property, Inventions andPatents.  Section 7 of theEmployment Agreement is hereby deleted in its entirety.  Such change shall be effective from and afterAugust 16, 2009.  No amendmenteffected by Section 8 of this Second Amendment shall limit or waive anyrights or remedies for breach of Section 7 of the Employment Agreementprior to the Second Amendment Effective Date or any common law or othercontractual duties that Executive may owe to Holdings or any of itssubsidiaries from time to time.

 

9. Non-Compete, Non-Solicitation.  Section 8(a) of the EmploymentAgreement is hereby amended by deleting from the first sentence thereof thefollowing language “during the Employment Period and for two years thereafter(the “Noncompete Period”)” and replacing the same with “during thetwo-year period beginning on August 16, 2009 and ending on the later ofthe termination of the Employment Period and August 16, 2011 (the “NoncompetePeriod”)”.  No amendment effected by Section 9of this Second Amendment shall limit or waive any rights or remedies for breachof Section 8 of the Employment Agreement prior to the Second AmendmentEffective Date or any common law or other contractual duties that Executive mayowe to Holdings or any of its subsidiaries from time to time.

 

10.  Survival.  Section 10 of the Employment Agreementis modified by inserting after the words “5 through 24 inclusive,” the words, “asamended from time to time”.

 

11.  Additional Provisions.  This Second Amendment shall be made part of,and construed in accordance with, the Employment Agreement.

 

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INWITNESS WHEREOF, the parties have executed this Second Amendment to EmploymentAgreement as of the date first set forth above.

 

 
| BOISE CASCADE, L.L.C. |                                 |
|-----------------------|--------------------------------------|
|                  |                                 |
|                  |                                 |
| By:                   |   /s/ John T. Sahlberg          |   |
| Title:                | Vice  President, Human Resources and |   |
|                  | Communications                       |   |

 

 
| /s/  Duane C. McDougall |   |
|-------------------------|--------|
| Duane  C. McDougall     |   |

 

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