**Exhibit 10.2**

**EXECUTIONCOPY**

 

**AMENDMENTNO. 1 TO MANAGEMENT EQUITY AGREEMENT**

 

THISAMENDMENT NO. 1 TO MANAGEMENT EQUITY AGREEMENT (this “Agreement”) ismade and entered into as of AUGUST 11, 2009, by and among Forest ProductsHoldings, L.L.C., a Delaware limited liability company (the “Company”)and Duane C. McDougall (the “Management Investor”) with the intention that itbe effective as of August 16, 2009 (the “Effective Date”).

 

Pursuantto that certain Management Equity Agreement, dated as of November 20,2008, by and between the Company and the Management Investor the “OriginalAgreement”), the Management Investor received on February 20, 2009 a grantof 8,972,980 Series C Common Units of the Company.  Capitalized terms used, but not otherwisedefined, herein shall have the meanings given to such terms in the OriginalAgreement.

 

TheCompany and the Management Investor are executing and delivering this Agreementin order to provide for certain amendments to the Original Agreement, as setforth herein.

 

NOW,THEREFORE, the parties agree as follows:

 

1.  UnitsGranted.  The parties hereby agreethat, by his execution and delivery hereof, the Management Investor isforfeiting a number of Series C Common Units granted pursuant to theOriginal Agreement equal to  2,900,854units (the “Forfeited Units”), all of which were unvested as of theEffective Date. The Forfeited Units  areforfeited by the Management Investor without any consideration other than theprovisions of this Agreement and the agreements reached in connection with thatcertain Second Amendment to Employment Agreement, dated as of the date hereof,by and between Boise Cascade Holdings, L.L.C. and the Executive and Executiveacknowledges and agrees that, from and after the Effective Date, Executive hasno further right, title and interest in or to the Forfeited Units (includingany increased appreciation in value thereof). As a result, from and after the Effective Date, the total number of Series CCommon Units held by the Management Investor pursuant to the Original Agreementis 6,072,126; provided that, for greater certainty, the foregoing total isexclusive of an additional 400,000 Series C Common Units granted to theManagement Investor pursuant to a Director Equity Agreement among the partiesdated April 3, 2006, as amended (the “Director Equity Agreement”), itbeing the intention of the parties that this Agreement shall have no effect onthe terms of the Director Equity Agreement and the grant of Series CCommon Units made thereunder.  Executive representsand warrants, that immediately prior to the forfeiture of the Forfeited Unitsaccomplished hereby, Executive owned all right, title and interest in and tothe Forfeited Units, free and clear of all liens and encumbrances, other thanthose liens and encumbrances created by the Operating Agreement and theOriginal Agreement.

 

 

2.  Vesting.

 

a.  Theparties acknowledge and agree that the number of Series C Common Unitswhich have vested pursuant to the terms of the Original Agreement to theEffective Date is  3,171,272 Units.

 

b.  The remaining unvested Series C commonUnits held by the Management Investor pursuant to the Original Agreement, asrevised by Section 1 hereof, which totals 2,900,854 units, shall vest inaccordance with the vesting schedule contained in Section 2(c) of theOriginal Agreement between the date hereof and December 1, 2010.  For purposes of the preceding sentence theManagement Investor shall be deemed to be a continuing employee of the Companyor its Subsidiaries so long as he continues to act as the Chairman of the Boardof Directors of its subsidiary, Boise Cascade Holdings, L.L.C.

 

3.  Continued Existence of Operating Agreementand Original Agreement.  Each of theCompany and the Management Investor acknowledge and agree that, subject solelyto the express amendments to the Original Agreement contained herein, theOperating Agreement and the Original Agreement remain in full force and effectand that the Management Investor remains bound by the terms of such agreementswith respect to the Series C Common Units granted to him pursuant to theOriginal Agreement.

 

4.  CompleteAgreement.  This Agreement, togetherwith the Original Agreement and the Operating Agreement, constitute the entireagreement between the parties hereto regarding the subject matter of thisAgreement and supersede and preempt any prior understandings, agreements orrepresentations, written or oral, which may have related to the subject matterhereof.  When used herein, “including”means “including, without limitation” regardless of whether such or similarterminology is actually used.

 

5.  Counterparts.  This Agreement may be executed in separatecounterparts (including by means of facsimile transmission or other electronictransmission), each of which shall be deemed to be an original and all of whichtaken together shall constitute one and the same agreement.

 

6.  Further Assurances.  When and as requested by the Company, theManagement Investor shall, without further consideration, execute and deliverall such instruments of conveyance and transfer and shall take such furtheractions as the Company may reasonably deem necessary or desirable in order toeffect the partial forfeiture of his Series C Common Units provided forherein and to otherwise carry out fully the provisions and purposes of thisAgreement.

 

7.  Successors and Assigns.  This Agreement is intended to bind, inure tothe benefit of and be enforceable by the Company and the Management Investorand their respective successors and permitted assigns.

 

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8.   GoverningLaw.  All issues and questionsconcerning the construction, validity, enforcement and interpretation of thisAgreement shall be governed by, and construed in accordance with the law of theState of Idaho, without giving effect to any choice of law or conflict of law rules orprovisions (whether of the State of Idaho or any other jurisdiction) that wouldcause the applications of the law of any jurisdiction other than the State ofIdaho.

 

9.   Severability.  Whenever possible, each provision of thisAgreement shall be interpreted in a manner to be effective and valid underapplicable law, but if any provision shall be held to be prohibited or invalidunder applicable law, such provision shall be ineffective only to the extent ofsuch prohibition or invalidity, without invalidating or affecting the remainderof such provision or any of the remaining provisions of this Agreement.

 

10.  Notices.  Any notice provided for in this Agreement mustbe in writing and given in accordance with the notice provisions of theOriginal Agreement.

 

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INWITNESS WHEREOF, the parties have executed this Agreement as of the date firstabove written.

 

 

COMPANY

 

FORESTPRODUCTS HOLDINGS, L.L.C.

 

 

By:  /s/David G. Gadda

Its:Vice President and Secretary

 

 

MANAGEMENTINVESTOR:

 

 

/s/ Duane C. McDougall

Name: Duane C. McDougall

 

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